Unexpected Changes
by PriestessOfNox
Summary: A gas is released into Legion HQ and everyone is evacuated except for Brainy, who goes through an unexpected change since the gas was designed to work on humans. Rated T for safetly.
1. Chapter 1

A long time ago, around the time when 'When' was still just an idea, back in 2007, I mentioned to Yu-Gi-Ah 2.0 that I was thinking about doing a shrunken Brainy story. She encouraged me but I still wasn't sure if I wanted to do it with BG unfinished and TOSoP stuck in my head. Recently I've been reading a couple shrunken (whether by age or just mental state) Brainy stories and they made me want to write the idea I've been keeping in the back of my mind.

This (ongoing) story is my birthday gift to Yu-Gi-Ah 2.0 (March 9, 2008) who has encouraged me from the very beginning of my LOSH story writing career and who has always been my best commentator and who has drawn me much awesome fanart. SHE ROCKS! -hugs her and kisses her cheek-

I hope you all like it and don't worry about BG or TOSoP. I'll continue with BG until it's finished and then move on to TOSoP while doing this on the side.

Unexpected Changes

Chapter 1

"Brainy won't come out of his lab," whined Triplicate Girl, joining the remaining Legionnaires, pouting as she sat beside Bouncing Boy.

"I'm sure whatever Brainy is working on is-" began Saturn Girl.

"-Important?" cut in Phantom Girl and laughed at the other girl's surprised look. "You don't need to be a mind reader to know what you were going to say, Saturn Girl. You say it _every_ time Brainy goes into one of his antisocial sprees."

"Brainy is not being antisocial, he's-" started Saturn Girl.

"-Working," finished Phantom Girl and Triplicate Girl together, though Phantom Girl had said it with a smirk while Triplicate Girl mumbled it with a sigh.

"Hey, if the guy wants to work himself to death," started Lightning Lad but gulped at the look the girls were giving him and quickly corrected his statement, "exhaustion, let him. As soon as he works whatever he does in there out of his system, he'll come out on his own without us bothering him or any of us being threatened with laser canons."

Triplicate Girl crossed her arms in a defiant fashion, sending the legion's leader a small glare.

"Sure he will, for a day, maybe too and then he's right back on it. Someone needs to teach Brainy how to have a little fun."

"Sure we can," said Lightning Lad, imitating Triplicate Girl's earlier sarcasm. "What are you going to do? Drug him with happy pills?"

Bouncing Boy looked up from his comic with a somewhat fearful look on his face.

"I'd hate to be on his bad side when those drugs wore off."

Superman laughed.

"What's the worse he could do?"

Superman wondered why his fellow Legionnaires were suddenly looking at him as if he had misspelled his own name.

"Oh, that's right," said Phantom Girl suddenly, "You've never been on Brainy's bad side."

"His annoyed side, maybe, but not his bad side," said Lightning Lad.

"What does he do when you get on his bad side?" asked Timber Wolf.

Timber Wolf and Superman watched, as the other Legionnaires, minus Saturn Girl, looked around horrified and simultaneously shivered.

"Forget I asked," said Timber Wolf.

Flashing lights and sirens filling the room cut off any further conversation they would have had. Soon followed by COMPUTO's voice, which sounded similar to Brainy's, ordering them to evacuate headquarters.

"This is not a drill," COMPUTO continued.

Everyone got up and started to fly towards the exit, except Lightning Lad who began to fly further in.

"This includes _you_ Lightning Lad," announced COMPUTO.

Groaning, Lighting Lad sulkily followed the others out of headquarters.

"Grife, how does he do that?"

Once they were outside the Legionnaires waited and waited, but Brainy did not come out to join them.

"What do you think happened?" asked Superman.

"He probably blew something up again," said Phantom Girl.

Just as Phantom Girl finished saying this the ground shook. They all looked up, spotting a newly exploded hole in the side of the building where Brainy's lab would be and two figures flying out of it, one riding on the other's back.

Even with a gas mask covering her face and with the absence of her formally long hair, Superman recognized the rider and the white robot she was riding right away; Alexis and Woodhouse.

"Alexis," shouted Superman, flying into the air after her.

"Should we follow him?" asked Triplicate Girl.

"Superman can handle himself," said Lightning Lad, waving a dismissing hand at her as he stared at their headquarters. "And he can call if he needs help."

Saturn Girl placed a hand on Lighting Lad's shoulder.

"I'm worried about Brainy too."

Making a face, Lightning Lad didn't bother to shrug off her hand.

"Who said anything about being worried?"

Yet the moment the sirens went off a moment later Lightning Lad flew inside making Saturn Girl exchange smiles with Triplicate Girl as Phantom Girl laughed along with Bouncing Boy.

The others flew in after Lightning Lad, heading towards Brainy's lab.

"COMPUTO, what happened?" asked Bouncing Boy as they flew.

"Gas was released into the ventilation system that was designed to control the minds of humans but would have had different results for other species," said COMPUTO, its voice following them as they went.

"Joy," muttered Phantom Girl. "What would the other results have been?"

"Possible brain damage in most cases with the possibility of fatality in those from the planet Winath," responded COMPUTO.

Lightning Lad almost seemed to speed up at that.

"What about Coluans?"

"Unknown," said COMPUTO.

"Stupid genius trying to get himself killed," muttered Lightning Lad, flying into what remained of Brainy's lab.

During the short amount of time between the siren going off and being deactivated Alexis and her robotic butler, Woodhouse, had torn the lab apart. Nothing looked damaged beyond repair, except for a few weapons thrown about, and one of the computers was flashing Brainy's insignia but there was no sign of their friend.

"Brainy, you here?" called out Bouncing Boy.

Silence was his reply.

"Hold on a sec," said Timber Wolf. He sniffed the air, following it to where one of Brainy's work chairs stood, tucked under the workbench. For a moment he thought he had picked up on an older scent, there was no way Brainy could fit under there with the chair pushed in, but his nose continued to tell him that was where Brainy's scent was strongest. He pulled back the chair and looked underneath it, eyes widening.

Underneath the workbench sat Brainy, pressed against the wall with his knees against his chest and shaking, much smaller then before, but it wasn't just a change of size. He was actually younger, shaking intensifying upon seeing Timber Wolf.

"P-please don't eat me," whimpered Brainy, eyes watering as he tried to back further away, only to find himself trapped in his hideaway.

Timber Wolf could only stare.

"Why would Brainy think you were going to-" began Phantom Girl, coming up beside Timber Wolf and looking under the workbench. She voice trailed off at the sight, her eyes widening right alongside Timber Wolf. She turned to the others, disbelief clear on her face. "_Guys_, Alexis shrank Brainy."

"Let me see," said Triplicate Girl, coming in between Timber Wolf and Phantom Girl. She kneeled down and smiled at the shaking Brainy. "Hi there cutie, what are you doing under there?"

Not answering Brainy stared at her, sniffing softly as he tried not to cry.

"Please don't cry, nobody here is going to hurt you," said Triplicate Girl. She pulled on Timber Wolf's arm so he would kneel down next to her. "And Timber Wolf is a nice guy. He wouldn't eat anybody."

"Yeah, he's a nice puppy," said Phantom Girl, kneeling down as well and grinning. She ignored Timber Wolf's glare, reaching past Triplicate Girl to pet the furry boy on the head. "And he's so soft. Don't you want to pet him?"

Shaking his head, Brainy wrapped his arms around himself and tried to scoot further back, only to encounter the wall again.

"Well, I guess no one can deny Brainy's the youngest now, right Saturn Girl?" asked Lightning Lad jokingly turning to the girl only to find she was no longer there. "Where she go?"

"She left when Timber Wolf found Brainy, weren't you paying attention?" asked Bouncing Boy.

"Sorry, I was occupied with Timber Puppy over there," said Lightning Lad, his laughter cut short when Timber Wolf turned and glared at him.

Ignoring them, Triplicate Girl continued to smile brightly at Brainy.

"My name is Triplicate Girl. Would you like to play a game with me?"

Brainy shook his head.

"Are you hungry? Timber Puppy makes really good cookies," said Phantom Girl, well aware that Timber Wolf couldn't do anything about her teasing with little Brainy there unless he wanted to look like a bad guy to their shrunken friend.

The little boy looked at Phantom Girl carefully for a while, as if wondering if she could be trusted. In the end he shook his head.

"You guys obviously don't know anything about kids," said Lightning Lad, walking up to the group. "Let me show you what my brother used to do when I wouldn't come out of hiding."

Timber Wolf and the two girls moved away from the opening to let Lightning Lad through.

"Who wants to play airplane?" asked Lightning Lad in an energetic voice, reaching under the desk to grab the boy.

Brainy screamed and the two girls pulled him away, forcing him to stand up again, each smacking him upside the head.

"What made you think that was a good idea?" asked Phantom Girl.

"Hey, I liked it when I was a kid," protested Lightning Lad.

"Did you stop to think that Brainy wouldn't know that playing airplane is _not_ something that would hurt him?" asked Triplicate Girl.

"Er… no," said Lightning Lad softly, tapping his fingers together.

"Who doesn't know much about kids?" asked Bouncing Boy.

Saturn Girl came back into the room with a box in her hand.

"He come out yet?"

"No, and Dim Lightning Bulb here scared him to death," said Phantom Girl.

Lightning Lad bowed his head and stared at his fingers.

Glancing at Lightning Lad, Saturn Girl just rolled her eyes and shook her head. She suggested everyone moved away from the entrance of Brainy's sanctuary and sat herself on a floor a foot away from it. She opened up the box and poured out the pieces to a puzzle, the numerous pieces signifying it was for puzzle solvers at a moderate level.

First Saturn Girl turned all the puzzle pieces over so the colored part faced upwards. She then looked at the cover to see the picture before placing it down beside her. Looking at the pieces she softly hummed.

"I like putting puzzles together. It really challenges my mind to put all the pieces together to make the picture on the cover of the box. Let's see, I think I'll start by putting all the corners at the right places."

Gathering up three of the corners Saturn Girl placed them in front of her to make three parts of the rectangle. She looked at the fourth corner several times, but continued to look around for a while for it.

"I don't see the last corner," said Saturn Girl sadly. She held up the box towards the other girls, knowing that Brainy could see it too. "Do you see the last corner of this picture Triplicate Girl?"

Walking over Triplicate Girl looked over the pieces, her eyes glancing over the last corner twice before she pouted and walked away.

"I don't see it either."

"Isn't there anybody who can help me find the last corner?" asked Saturn Girl.

"Your foot," said a soft voice from under the workbench.

"What did you say?" asked Saturn Girl.

"T-the corner is by your foot," mumbled the voice, just as softly.

Looking by her foot, Saturn Girl 'spotted' the piece and put it in place, smiling brightly.

"Thank you Brainy."

Not saying anything further, Brainy stayed under the bench against the wall.

Continuing her work, Saturn Girl made the outline of the puzzle saying how much fun she was having.

Slowly, Brainy edged away from the wall and more towards the middle of his sanctuary so he could have a better view. He watched, but quickly backed back in when he saw Bouncing Boy looking at him.

Lighting Lad grabbed Bouncing Boy and pulled him to the side so Brainy could no longer see him.

Even more slowly, Brainy edged back out towards the middle of the workbench. Soon he was at the entrance, but was careful not to leave it.

By this time Saturn Girl had filled in some of the outline, but she paused holding a piece in her hand. She sighed.

"I don't know where this one goes. I guess I'll just put it to the side," said Saturn Girl sadly, placing the piece away from her, closer to Brainy.

A few minutes later Brainy poked his head out from underneath the workbench, looking around. He saw that, besides Saturn Girl, most of the Legionnaires were to the side, a good distance away. He looked at the group to the side and then at the puzzle and Saturn Girl. After doing this several more times he ran out of his hiding place, to the puzzle, put the piece into place and ran back in.

Looking at the puzzle, Saturn Girl smiled again.

"Thank you Brainy, I never would have seen that."

Still not saying anything, Brainy stayed in his hiding place, though a little closer to the entrance then when he first started out.

Over the course of the next half an hour Saturn Girl place more pieces to the side and Brainy would run out, put the pieces into place before running back, though he did this a little slower each time. By the time the puzzle was half completed Brainy stayed seated across from Saturn Girl, not realizing that she was mostly letting him do it by himself now.

"It must be hard doing it upside down," said Saturn Girl. "Would you like to sit next to me?"

Pausing in his work, Brainy looked up at the girl curiously. He then glanced over at the other Legionnaires, who were watching their interaction, before moving to sit next to Saturn Girl, on her side further away from them.

They continued working on the puzzle, Saturn Girl congratulating Brainy when he put in the final piece and softly patting him on the head.

Brainy had jumped at the touch, but didn't run away. He watched Saturn Girl for a moment, pure wonder clear on his face before looking almost ashamed of himself, forcing his gaze back down at the completed puzzle.

Instead of removing her hand, Saturn Girl placed it on his shoulder and used her free hand to point at the picture.

"This is Saturn and it's moons," Saturn Girl explained. She pointed to one of the moons and smiled at Brainy. "This one is Titan, my home world, but I go by Saturn Girl."

"I-Is this Titan?" asked Brainy softly, not looking at her.

"No, we're on Earth," said Saturn Girl gently.

"Are they humans then?" asked Brainy, pointing towards the others.

"Only Bouncing Boy is," said Saturn Girl, waving at them until Bouncing Boy waved back. She smiled when Brainy did the same. "The rest of us are from all different places, just like you."

Superman came into the room, looking drained.

"Sorry guys, but Alexis got away. Is Brainy-"

The question died on Superman's lips as he spotted the shrunken boy, he stared and rubbed his eyes but the image remained.

Lightning Lad laughed at the impression Superman was unwittingly doing of a fish out of water.

"You don't need your glasses Superman, Brainy really is smaller then usual."

"Superman?" repeated Brainy. He turned and looked at the newcomer, his eyes widened when he recognized the super suit he had seen in the historical texts numerous times before.

Feeling strange under Brainy's stare Superman nervously waved and said, "Hi."

Brainy screamed and ran back under his workbench.


	2. Chapter 2

Wow! I've never gotten so many comments on a first chapter so quickly before. Thank you! -hugs-

Chapter 2

"Never would have seen that coming," commented Phantom Girl.

Not bothering to reply or stand back up Saturn Girl crawled over to the entrance to Brainy's hideaway, but careful not to get too close.

"Brainy what's wrong?"

"S-Superman," whimpered Brainy. From the way his voice was shaking it was clear to the others that he was crying.

"Superman won't hurt you," said Saturn Girl softly.

"Superman doesn't like Brainiacs," cried Brainy. "H-he'll delete me."

As the hero in question looked confused the remaining, older, Legionnaires exchanged worried looks.

"Superman? Delete you?" questioned Saturn Girl, sounding amazed. "He wouldn't dare!" She smiled and gave the boy a little wink. "If he so much as scratched you, I'd beat him up and make him sit in the corner."

At that point Lightning Lad was glad Brainy couldn't see him. He was struggling not to laugh at the somewhat horrified expression Superman had on his face.

"You can't beat up Superman," said Brainy in disbelief. "He's invuler- invunel- you can't hurt him!"

"That wouldn't stop me," said Saturn Girl. "I'd never forgive him if he hurt you so I'd try my hardest to punish him if he did." Her expression softened. "But I promise you won't. Superman is my friend and he has no reason not to like you. Even if you are a Brainiac he would never hurt a child."

"P-promise?" asked Brainy.

"Cross my heart," said Saturn Girl, making the motion across her chest.

"What does that mean?" asked Brainy.

"It means I promise on my heart," said Saturn Girl gently.

Poking his head out, Brainy looked fearfully in Superman's direction.

Very slowly, as not to startle him, Saturn Girl extended her hand for Brainy to hold onto.

His little hand shaking, Brainy took hold of the offered hand and allowed her to help him stand as he exited his hideaway. Once he was out, he didn't let go of her hand, but he stared at it, unsure what to do as the tears continued to roll down his face.

Gently pulling Brainy closer to her, Saturn Girl wrapped her free arm around him, her hand resting on top of his hair, softly whispering, "there, there."

Sniffing, Brainy let go of her hand and hesitantly wrapped his arms around her neck, resting his head on her shoulder.

Saturn Girl rubbed Brainy's back until he calmed down, placing a small kiss on his temple when the sniffling stopped.

"Feel better now?"

A small nod was her reply.

"Would you like to meet my friends?" asked Saturn Girl.

It took a while longer but Brainy nodded again.

Tucking her hand that wasn't resting on top of the boy's head, underneath him, Saturn Girl lifted Brainy into the air. She walked over to where most of her fellow Legionnaires stood, standing before Triplicate Girl first.

"Brainy, this is my friend Triplicate Girl. Do you know want to know why we call her that?"

Brainy nodded, looking at Triplicate Girl as he continued to hold onto Saturn Girl with his arms, loosely, around her neck.

"She can divide herself into three people," said Saturn Girl. "Do you want to see?"

Again, Brainy nodded.

Smiling, Triplicate Girl complied, giggling at Brainy's surprised expression when the one girl of three colors turned into three girls, each with their own color. She then returned to being one person.

"If you ever want someone to play with, I volunteer, okay?"

Brainy turned to Saturn Girl, and when she nodded he turned back to Triplicate Girl and give her a nod of his own.

"And this is Timber Wolf," said Saturn Girl, moving down the line. "He's very strong and good at tracking things. That's how we found you."

Gulping, Brainy's hand shakily left the protection of Saturn Girl's neck and extended it towards Timber Wolf.

Sighing, Timber Wolf leaned forward and let Brainy pat him on the head.

Phantom Girl immediately joined in, grinning at the boy.

"I told you he was soft, didn't I?"

Brainy half smiled and nodded, returning his hand to holding onto Saturn Girl and allowing Timber Wolf to stand up straight again.

"And this is Phantom Girl," said Saturn Girl, moving to stand in front of the other girl. "She can phase through solid objects."

"I'm also really good at hide and seek," said Phantom Girl, winking, fading out of sight before reappearing again.

"And this is Lightning Lad," said Saturn Girl, now standing in front of the Legion's former leader. "He can control lightning, just like his name says."

"Does it hurt?" asked Brainy softly.

"Not me and I only use it on bad people," said Lightning Lad. He winced at Saturn Girl's pointed look. "And, ah, sorry about scaring you before."

"And this is Bouncing Boy," said Saturn Girl. "He-"

"Bounces?" asked Brainy.

"Yes, he turns into a big ball and bounces," said Saturn Girl.

"Hey, Brainy, watch this," said Bouncing Boy, grinning, bringing his arms and legs into himself as he inflated, turning into a ball. He bounced on the spot a few times and then bounced around the room, knowing that Saturn Girl would turn so Brainy could see.

Smiling in wonder, Brainy giggled, watching the older moved sporadically around the room. He squirmed in Saturn Girl's hold, trying to get down.

Placing him on the ground Saturn Girl watched as Brainy chased after the giant living ball that was her friend, sending Bouncing Boy a mental message to be careful not into bounce into the shrunken boy.

With the knowledge that Brainy was now chasing him, Bouncing Boy bounced a little slower so Brainy could come close to catching him but just miss as he bounced away again. This also made it easier to make sure there wasn't any accidents.

The game went along smoothly until Bouncing Boy made the mistake of bouncing past Superman.

When Bouncing Boy moved away from Superman, revealing him to Brainy the little boy slid in his attempt to stop running and fell down.

"Brainy, are you o-" began Superman, unthinkingly leaning forward, cut off when Brainy let out a small shriek of terror.

Scrambling to his feet, Brainy ran back to Saturn Girl and hid behind her legs.

Saturn Girl turned her upper body so she could see Brainy but still block him from Superman's normal sight.

"Brainy, I promised Superman wouldn't hurt you, didn't I?"

Not looking at her, Brainy nodded.

"Do you think I would lie?" asked Saturn Girl.

Lifting his face upwards, Brainy shook his head.

"Don't you think you might have hurt Superman's feelings by running away like that?" asked Saturn Girl.

Brainy returned his view to his normal level and peeked out from behind Saturn Girl's legs to look at the 21st centaury hero.

It was easy for Superman to look sad.

The child contemplated Superman for a little longer before stepping out from behind Saturn Girl, but he remained by the girl's side.

"Now that's better," said Saturn Girl, smiling brightly. She looked around the room for but not seeing what she was looking for she returned her gaze to Brainy. "Are you hungry?"

Surprised by the question, Brainy looked at her for a moment before nodding.

"Then let's get you something to eat," said Saturn Girl, holding out her hand.

Taking hold of it, Brainy followed Saturn Girl as they began to walk out of the lab, which involved walking past Superman. He seemed torn between looking at Superman and keeping his eyes on the floor, his gaze moving back and forth between the two nearly constantly. When they were closer, his eyes wouldn't look away from Superman, even turning his head to watch him after they had gone past.

Once they were gone Superman sighed and hung his head.

"Don't feel bad Superman," said Triplicate Girl, walking over to him and putting a hand on his shoulder. "Brainy just needs to get used to you again."

"He didn't have to get used to me the first time," said Superman.

"Well Brainy was on Earth for a while before we came and got you," said Bouncing Boy. "He had time to learn the truth about you instead of the Coluan version he learned growing up."

"But why would Coluans think I would hurt Brainy?" asked Superman.

The other Legionnaires exchanged looks.

"Lets just say you didn't get along with Colu's most worshiped historical figure," said Lightning Lad.

"Understate things much?" asked Phantom Girl but became quiet at the looks the others were giving her.

"Come one, let's join Saturn Girl and Brainy for dinner," said Bouncing Boy quickly, pushing Superman out of the room.

When they arrived in the kitchen Brainy was seated at the table, but due to his shrunken height he couldn't see over the top of the table before him. He glanced at them when they came in but then returned his gaze back to the table.

Saturn Girl was gathering things on the counter, such as bread, and she too turned to them when they entered.

"Do you guys know if we have any smaller cups?" She held up a tall glass one for them to see. "I think this would be too difficult for Brainy to drink out of."

"All the glasses are pretty much the same size," said Lightning Lad, but then he smiled. "But that doesn't mean it will stay that way for long."

Walking over, Lightning Lad took the glass from Saturn Girl. Using a concentrated amount of lightning he cut the top half of the glass off, simultaneously making the new edge smooth. When he was done he held a child size glass.

"Thank you Lightning Lad," said Saturn Girl, smiling, taking the glass and washing it out to make sure none of the glass shards remained.

"We can't keep cutting glasses though. We should go get some new ones," said Timber Wolf. He looked at the glass as Saturn Girl filled it with milk. "Plastic ones."

"And a different chair," said Bouncing Boy.

"And toys," squealed Triplicate Girl, giggling.

They turned to Brainy, expecting him to say something but he didn't seem to be paying attention. He had stood up in the chair and started to draw pictures on the surface with his finger.

"I can go pick up a few things since he doesn't really want me around anyway," said Superman.

"Not even you can carry all the stuff we would need by yourself," said Lightning Lad. "I'll go with you."

"Me too," said Triplicate Girl.

"And me," said Phantom Girl.

"Oh no, _no girls_. We don't want to spend the rest of our lives in the store," said Lightning Lad.

"I can carry lots of things," exclaimed Triplicate Girl, dividing herself into her three parts. "Besides, you need a girl to make sure you guys don't buy the wrong things."

"We'll end up buying everything, whether we need it or not if you come," commented Lightning Lad.

"Besides, don't you guys want to stay here with Brainy?" asked Superman.

Triplicate Girl, returning to being one person, and Phantom Girl looked at each other before looking over at the little Coluan. They turned to each other and did rock paper scissors; Triplicate Girl doing paper while Phantom Girl did scissors.

"Ha, I win," exclaimed Phantom Girl, using her fingers to pretend cut Triplicate Girl's paper hand. "I get to stay with Brainy."

Looking torn between pouting from not getting to stay and smiling from getting to go, Triplicate Girl crossed her arms and gave Lightning Lad _the look_.

"I'm going."

"Fine," groaned Lightning Lad.

"You guys should probably make a list," said Saturn Girl, now with a completed peanut butter and jelly sandwich, cut into fourths. She grabbed the plate it was on and the glass of milk, taking it over to the table for Brainy. She watched Brainy sit back down, looking embarrassed for having stood on the chair, and noted how he couldn't reach above it.

"It's alright Brainy," said Saturn Girl, putting down the plate and glass in front of him. She then pulled the chair back and lifted Brainy, sitting on the chair herself and placing Brainy on her lap. Scooting the chair in, she smiled when she saw that Brainy could now sit at the table comfortably. "There, much better."

Not sure what to make of his new situation, Brainy looked up at Saturn Girl before looking around himself in a curious matter. Deciding that there was nothing wrong with it, he then turned to look at the food in front of him.

It was clear to Superman that Brainy didn't know what the food in front of him was. He watched as Brainy stared at the sandwich, poking it experimentally, before picking up one of the fourths and nibbling on it cautiously. He smiled when Brainy's face light up and continued to eat it more enthusiastically, getting the peanut butter and grape jelly all over the corners of his mouth. He grabbed a napkin and handed it to Phantom Girl.

For a moment Phantom Girl looked at the napkin oddly, before glancing over at Brainy. She smiled, almost sadly, before giving Superman a nod and moving to sit at the table next to Saturn Girl and Brainy, giving them the napkin.

"Hey guys, some of the stuff is for age groups," said Bouncing Boy. "How old do you think Brainy is?"

"Well, Brainy seems to speak very well and he had no problems with the puzzle. Maybe he's five," said Lightning Lad.

Still listening to the conversation Phantom Girl turned and grinned.

"Wouldn't that be ironic? Brainiac Five is Five."  
"Three," said Brainy.

The older Legionnaires turned to Brainy in amazement.

"What did you say Brainy?" asked Saturn Girl.

"I'm three years and two days old," said Brainy, beaming up at Saturn Girl. He didn't even seem to mind when she took the napkin and began to wipe off his face for him.

"So it was your birthday not too long ago, huh?" asked Bouncing Boy, moving to stand on Saturn Girl's other side to give the shrunken Legionnaire a grin.

Brainy looked at the older boy oddly.

"What's a birthday?"

Grin fading, Bouncing Boy blinked.

"You don't know what a birthday is?"

"No," said Brainy, in a sad tone.

"It's okay Brainy," said Saturn Girl quickly. "Your world doesn't celebrate birthdays like most other planets."

"What is it?" asked Brainy.

"A birthday is when people who care about you celebrate the day you were born," said Saturn Girl.

Taking all of this in, Brainy almost seemed to shrug as he returned to his sandwich.

"Then I guess I don't need a birthday."

Bouncing Boy's jaw dropped, Lightning Lad's eyes widened and Timber Wolf looked away as the girls expressions turned to ones of horror and sadness.

"That's not true," said Superman, wincing when Brainy jumped at the sound of his voice. "We care about you."

Having been in mid-bite, Brainy was still holding the sandwich to his mouth when he turned to look at Superman. He stared for a while, mostly at the 21st centaury hero's face, before going back to eating without a word.

Superman wish he knew why his heart hurt so bad.


	3. Chapter 3

I'm glad everyone likes little Brainy, but I must insist that no one hugs him so tight that his head pops off. Gentle hugs only or Saturn Girl will hunt you down. -smile-

PLEASE READ: A comment by Rabidfangirl made me realize that I may have not been clear enough with my descriptions in the first chapters, or that I should have had an explanation right away in the first chapter. This story is not at all connected with Broken Gears or The Other Side of Possibility so, even though Brainy is not a android like my other stories, being an organic/mechanical hybrid, he did not go through the prodedure at three until he was six to make this possible. In this story the procedure pretty much happens at birth and Coluans grow up with their mechanical parts, which I hope to explain in the story later on. I did this because I wasn't sure if someone could de-age to the point their 'impants' would go away and be able to regrow them back when they went back to their original age. It may have been possible magically but this was done by science. It might have been possible to de-age him to a point without his implants but if he grew back I think he would have grown without them and that could have caused problems. I also did this because if I stuck to the ages I set up for BG and TOSoP I would have not been able to make him any younger then six, because that's when the prodedure was complete, and that was too old for what I wanted to do. Thank you all for your patience and I hope you enjoy this new chapter.

Chapter 3

No one said anything further about birthdays and the three Legionnaires, five if you counted Triplicate Girl's additional selves, headed to the store. They tried to ignore the stares they were getting from the other customers.

"Maybe we should have changed into normal clothes first," mumbled Lightning Lad, grabbing a shopping cart.

"Too late for that now," said Triplicate Girl, looking at the giant display of diapers, thankful that they didn't need them. "What are the first three items on the list?"

"Plastic cups, child size silverware and plates," said Lightning Lad, reading off the list Saturn Girl had given him before they left.

"Got it," said Triplicate Girl, dividing herself and heading down the aisles.

"The next items are a chair and a stool," read Lightning Lad. "What would we need a stool for?"

"So he can reach counters," said Superman.

"But he can fly," said Lightning Lad.

"Do you want to tell a three year old he can fly?" asked Superman.

"Er, no," said Lighting Lad sheepishly. "Why don't you get those and I'll get… multivitamins?" He laughed. "Good luck getting him to take those."

The shopping went like this for over an hour, gathering the things that they needed and trying not to get too much of the stuff that they didn't. The boys indulged Triplicate Girl in her desire to get Brainy pajamas and puzzles but didn't think it would be a good idea for her to even remotely near the toy aisle.

"But he's three, he needs _something_ to play with," pouted White Triplicate Girl.

"He's Coluan," exclaimed Lightning Lad. "They don't play with toys, even as children. They like things like puzzles, mind teasers and riddles."

"Fine, but I'm getting him some books and you can't stop me," said Orange Triplicate Girl, all three of them sticking out their tongue at him.

"And I don't care if Coluans don't play with toys, one of you will pick out as least one for him or so help me," trailed off purple Triplicate Girl, glaring at them before her and her counterparts walked off towards the books.

"You pick one," said Lightning Lad, turning to Superman. "She can't hurt you if you happen to pick the wrong thing."

"Gee thanks," said Superman but he went to the toy section anyway.

Most of the toys were of things he didn't recognize. There were models, figurines and actions figures, but Superman wasn't sure of the aliens which ones were based on real species and which ones were made up. There were nothing like the fire trucks or dinosaur toys he grew up with, at least none that he could find. Then again, he wasn't sure if Brainy would like those sort of things, little or not.

What would Brainy like? He liked making things, maybe they had those magnetic toys where you could make them into various things? No, there were too many small parts for someone Brainy's current age. Was he too old for building blocks?

Finding the building blocks Superman got the kind that had the bridges and triangles along with the squares in lots of different colors. The worse that could happen would be that Brainy wouldn't like it, right?

On his way out of the toy section Superman spotted the stuffed animals. These, like the rest of the toys came in a variety of things that he didn't know what they were. Some of them he thought would scare a child, for they crept him out, but at the very end of the aisle were some normal ones that he recognized.

All the animals from Earth were there, even a few dinosaurs. Superman considered getting a long neck dinosaur, not remembering it's technical name, when he spotted the teddy bears. A lot of them were a little goofy looking, like the one dressed as a clown, but there was a nice tan one with a red bow tie sitting by itself.

Before Superman knew it he had picked up the tan bear and went back to where he was meeting the others.

For the flight back to headquarters they had to borrow the shopping cart to hold most of the things they had gotten. Superman carried this as Lighting Lad and the three Triplicate Girls carried the larger bags that wouldn't fit.

"How was the store?" asked Timber Wolf, helping Superman unload the cart so he could return it.

"Fine, they have lots of weird looking toys though," commented Superman.

"What, did you expect to find one of those," began Lightning Lad, pausing to think. "What were those ridiculously popular things that people were stupid enough to buy? Pet socks?"

"Pet _rocks_ were even before my time Lightning Lad," commented Superman, rolling his eyes.

"Why would anyone buy a rock?" asked Lightning Lad. "The ground is covered with them."

"Before my time," repeated Superman.

"Superman did find this for Brainy though," said Triplicate Girl, merging together and pulling the tan bear out of one of the bags. She held it out for Superman. "You should go give it to him."

"I need to take the cart back," said Superman.

"Lighting Lad can do that," said Triplicate Girl, ignoring Lightning Lad's protest. "You need to show Brainy you're not scary."

"But I'll just end up scaring him again," said Superman, looking down.

"He'll never stop being scared of you if you don't make the effort to show him otherwise," said Triplicate Girl, lifting his chin so he'd look at her. She placed the bear into his hands. "Just be yourself, you'll be fine."

The walk to Brainy's room was a long one, especially since Superman kept turning around, walking away before rebuilding his resolve and turning to walk forward again. By the time he got there, Saturn Girl was leaving.

"Hey Saturn Girl, where's Brainy?"

"Asleep," whispered Saturn Girl, holding a finger to her lips.

"Well, this is for Brainy," whispered Superman, holding out the bear for her. "Could you give it to him?"

"You give it to him," whispered Saturn Girl, moving around him to her own room down the hall.

"You didn't happen to talk to Triplicate Girl, did you?" asked Superman.

"You took a while to get here," smiled Saturn Girl, before wishing him good night and heading to bed.

Superman stood there a while, looking at the bear in his hands. Taking in a deep breath, he tip toed into the room. Spotting Brainy, curled up on his side, facing him, on the bed he snuck over and placed the bear next to him.

Almost instinctively Brainy reached out and wrapped his arms around the bear, unwittingly trapping Superman's hand underneath his own.

Panicking, Superman became perfectly still, even stopping his breath. Then, remembering that he couldn't hold his breath forever, eased himself downwards and to the side so he could remove his hand with the least amount of movement, lessening the chance of waking Brainy. Once he had his hand back, air returned to his lungs and stood to sneak back out the room risking one last glance at Brainy.

Though he hadn't been there when the other first discovered shrunken Brainy, Superman thought this was the first time the Coluan looked relaxed, not scared or worrying about what he should or should not be doing. Even when Brainy had been giggling and chasing Bouncing Boy there had been a sense of hesitance in the child. And, even though Brainy seemed to like Saturn Girl, Brainy had immediately sat down in the chair when she approached, almost as if he was scared of getting in trouble.

Remembering how Brainy said that he didn't need a birthday, Superman wondered what kind of childhood his friend had. So scared and hesitant to do anything wrong, without the knowledge that anyone cared about him.

Superman gently ran his fingers through Brainy's hair, smiling as Brainy stayed asleep, unafraid of his touch.

"You're safe here, Brainy."

When Superman went to the kitchen the next morning for breakfast everyone was already there. Most of them were sitting around the table except for Timber Wolf, Phantom Girl and Brainy. Timber Wolf seemed to be cooking pancakes while Phantom Girl was holding the mixing bowl for Brainy, who was standing on his stool and trying to beat it's contents with a whisk.

Sitting down on the other side of Saturn Girl, away from Brainy's chair, Superman noticed the bear sitting in Brainy's chair but then saw Saturn Girl's sad face.

"What's wrong?"

"I hate Coluans," mumbled Saturn Girl. "At least the ones that raised Brainy."

This having to be the first time, since the roller coasters at the fear factory, that Superman heard Saturn Girl use the word 'hate', Superman looked over at the little Coluan, wondering what he could have done to cause such a reaction.

"Why?"

"He's too independent for a three year old," said Saturn Girl. "Coluan or not, he just doesn't act three."

"What do you mean?" asked Triplicate Girl, sitting on the other side of Brainy's chair so she could sit next to him once the meal started.

"I don't know about you guys but I had to be dragged out of bed when I was three. My clothes were chosen for me and I had to be forced to take a bath and I needed help with nearly everything," said Saturn Girl.

"Nearly all humanoid species are like that," commented Bouncing Boy.

"Not Brainy. He got up on his own, made his bed, took a bath and was waiting for me outside my door when I got up," said Saturn Girl, sighing. "And he looked horrified when I told him he could have knocked."

"Maybe all Coluans are like that," suggested Lightning Lad.

"No, I looked it up on Brainy's computer," said Saturn Girl. "Coluans talk earlier and learn faster but are usually as physically and emotionally dependent on their parents as any human child would be until their teenage years and he shouldn't be so scared of something so simple as knocking on my door." She sighed. "I hope we never have a mission where we have to save Colu. I'd end up attacking the robots who raised Brainy if I got the chance."

"The robots? What about Brainy's parents?" asked Superman.

"He didn't have any," said Saturn Girl. "He was raised by the government robots who were only programmed to take care of Brainy. Not care for him in any way."

Before anyone could comment Brainy popped up beside Saturn Girl's elbow, away from Superman.

"I helped make pancakes, which aren't really cakes because they're for meals and not dessert."

Saturn Girl turned and smiled at him, lifting him up into her lap to hug him.

"That's right and you did a very good job."

Brainy seemed to, almost, wince at the sudden attention but when her arms stayed around him, he smiled. He leaned against her but didn't hug back.

"Fresh, hot pancakes," announced Phantom Girl, carrying over the first giant plate of pancakes to the table. "Get them before Bouncing Boy does."

"You mean Bouncing Boy can't have any?" asked Brainy, alarmed.

"Of course he can, I'm just teasing him," said Phantom Gil, giving the plate to Bouncing Boy first to prove her point.

There were plenty of pancakes for everyone and once Brainy was seated in his chair and Phantom Girl and Timber Wolf sat at their seats the meal began.

Superman watched as Brainy began to cut up his pancakes, something he couldn't have done himself at that age, before Saturn Girl offered to do it for him. He didn't like how surprised Brainy looked at the question or how embarrassed he appeared when he let Saturn Girl cut his pancakes for him. It made him smile though to see Brainy's eyes widen in wonder when Saturn Girl poured some syrup onto the pancakes, take a cautious bite and then smile at the taste.

"So Brainy, what would you like to do today?" asked Triplicate Girl, smiling brightly at him.

Superman watched Brainy's eyes widen, before he turned to face Triplicate Girl.

"I don't have to work on anything today?" asked Brainy uncertainly.

"Work?" questioned Lightning Lad, making a face that made Superman think the other boy was thinking on the same lines as Saturn Girl now when it came to how Brainy was raised. "You're three, you shouldn't have to work on anything."

Turning to Lighting Lad now, Brainy looked worried.

"But the Caretakers say that-"

"Forget the Caretakers," snapped Lightning Lad, wincing when Brainy jumped. "As long as you're here your only job is to be a kid."

Brainy looked down for a while before risking a glance at Lightning Lad.

"How long?"

"What?" asked Lightning Lad, now confused.

"How long am I staying here?" asked Brainy.

"Brainy, you live here," said Saturn Girl gently.

"I do?" asked Brainy, softly.

"Yep," grinned Phantom Girl. "You're stuck with us."

Looking down again, Brainy seemed to consider all of this for a long time before tears began to well up in his eyes. Very soon, he was crying softly.

"Brainy, what's wrong?" asked Saturn Girl, lifting the boy up and holding her in his arms. She rocked him gently as he cried and cling to her, her expression full of worry. "Do you…" She gulped. "Do you want to go back to Colu?"

"No," cried Brainy, holding onto her more tightly.

"Then it's okay," said Saturn Girl, relieved. "We won't make you."

"Yeah, you can stay with us forever and ever," said Triplicate Girl, walking over so she was standing behind Saturn Girl in Brainy's sight range.

"R-really?" asked Brainy.

"Really," said Triplicate Girl.

"I promise," added Saturn Girl.

"Cross your heart?" asked Brainy.

"Cross my heart," agreed Saturn Girl.

As Brainy calmed down, Superman thought that, if Colu was ever in danger of being destroyed, he'd bring the popcorn.

After breakfast, Superman was aware of Brainy watching him as he helped clear off the table. He pretended not to notice and volunteered to wash the dishes if someone else dried.

When Brainy left the kitchen with Saturn Girl, Triplicate Girl nudged Superman's chest with her elbow, giving him a smile.

Later, when all the Legionnaires were in the lounge together, Superman pretended to read a book while really watching Brainy play with his new blocks with Bouncing Boy on the floor. He smiled at the sight of the teddy bear sitting next to Brainy, and returned to his 'reading' when Brainy looked up at him.

It almost became a game. Each would look at the other but only when the other wasn't looking at them. Being only three, Brainy was more obvious about turning his head so Superman found it easy to avoid being caught. At one point, when Brainy was looking at him, Superman almost wanted to look up and say 'peek a boo' but he doubted Brainy would know what it meant and he didn't want to risk scaring him again.

Soon it came to the point that Superman thought he should really get something to read, for even a young Brainy wouldn't be fooled by him staring at the same thing forever, he wondered if maybe he should just stay away awhile to make Brainy more comfortable. Perhaps the glances had been out of caution instead of curiosity like he originally thought?

When he got off the couch, turning to leave, Superman was surprised to hear little footsteps follow him. Even more surprised to feel a tug on his cape. He turned and looked down, still surprised to see Brainy there even though it couldn't have been anyone else.

For a long time Brainy held onto the cape as he clutched onto the bear with his other arm. After a minute or two he looked up at Superman, face flushed a dark green.

"T-thank you for the bear."

"You're welcome, I'm glad you like him," said Superman, smiling.

Looking away, Brainy released the cape and ran to where Saturn Girl was sitting. He didn't try to hold onto her, but looked relieved when she scooped him up in her arms to sit on her lap.

Superman continued to smile anyway. It was a start.


	4. Chapter 4

Chapter 4

"Where's Brainy?" asked Phantom Girl, covering him with her cape. "I don't see him anywhere."

"Right here," exclaimed Brainy from under the cape.

"Who said that?" gasped Phantom Girl.

"Me," said Brainy.

"Me who?" asked Phantom Girl.

"Brainiac Five," said Brainy.

"Brainiac Five, who's that?" asked Phantom Girl, lifting her cape. She squealed. "Brainy! There you are, I was so worried."

"You're silly," giggled Brainy.

"Why thank you for noticing," said Phantom Girl.

Watching them from a few feet away, Superman half turned to his fellow observers, Saturn Girl and Bouncing Boy.

"How's it going with the code?"

The other day, when a couple of the Legionnaires were searching Brainy's lab for clues on how to get him back to normal they discovered that the computer flashing Brainy's insignia had a message on it. The only problem was that it was encoded.

"No luck so far," sighed Saturn Girl.

"Knowing Brainy it could be anything," grumbled Bouncing Boy. "We don't even know how big the password is."

"We tried all the obvious things, in case Brainy made it easy for us but it was a long shot to begin with that Brainy would do such a thing," said Saturn Girl.

"So what are we going to do?" asked Superman.

"I don't know," said Bouncing Boy. "We don't even have a sample of the gas to work with and even if we did our resident genius is in no condition to find a antidote."

"So he's stuck like this?" asked Superman.

"Well Lightning Lad is putting out the word that Alexis is wanted for attacking us again. Hopefully someone will catch her and we can get an antidote from her if not just a sample of the gas," said Saturn Girl.

"If she doesn't have the antidote how will we find one ourselves without Brainy?" asked Superman.

"There are plenty of eggheads in the universe. One of them should be able to come up with something," said Bouncing Boy.

"And if they don't?" asked Superman.

"Well, I suppose the worse thing that can happen is that Brainy will just have to grow up again to natural way," said Bouncing Boy.

"Bouncing Boy, I love having this little Brainy around but he can't stay like this. He has a life, people who care for him the way he was," said Saturn Girl and, for some reason, Superman thought he saw her giving him a peculiar look at those words, "and the Legion needs him. We can't expect him to still come up with plans in his condition and like you said, we're short a scientist. What happens when there's an emergency or we have to go on a mission. It's not like we can call a babysitter."

"I'm not saying we're giving up. That's just worst case scenario," said Bouncing Boy. "But you're right. Maybe we should hold Legion auditions and hope we come across a scientist?"

"Lightning Lad will love that idea," said Superman. He looked over at the two playing on the floor, unsurprised to see Phantom Girl trying to show Brainy magic tricks, like the quarter behind the ear and Brainy not buying it.

Triplicate Girl came in from the other side of the room, grinning and holding something behind her. She knelt down beside Phantom Girl and Brainy.

"Brainy, I have a surprise for you."

There was barely a chance to blink before Brainy bolted from his spot from the floor to the safety of Saturn Girl, running past Superman to do so.

If Superman and Bouncing Boy hadn't been on either side of her, to grab her arms, Saturn Girl would have fallen over with the speed Brainy had approached and held onto her legs.

It was the first time in the week Brainy had been shrunken that he touched someone on his own, without someone offering the touch first by extending a hand or simply lifting him up, though Saturn Girl was really the only person he allowed to do such things. He ran to her whenever anyone else tried.

Saturn Girl gave the two boys a thankful smile before looking down at the child.

"Brainy, what's wrong?"

"Surprise attack," exclaimed Brainy, not looking up, shaking slightly.

"Oh Brainy, sweetie, Triplicate Girl wouldn't hurt you," said Saturn Girl.

"But she said surprise," whimpered Brainy, looking up at her now, eyes tearing up.

"Would it really be a surprise attack if she told you she was going to do it?" asked Saturn Girl, gently.

It took Brainy a moment to think about it.

"No…"

"If anyone here wants to surprise you, Brainy, it's because they want to make you happy," said Saturn Girl.

"B-but, surprises are scary," exclaimed Brainy causing Superman and Bouncing Boy to exchange worried looks.

"Not all surprises," Saturn Girl tried to assure him. "Would you be okay with seeing what Triplicate Girl has for you if I come with?"

Pausing to consider it, Brainy then nodded and released Saturn Girl's legs.

Saturn Girl bent down as Brainy began to wipe the would be tears from his eyes. She softly ran her thumb under his magenta orbs before lifting him up in her arms, standing and kissing his cheek.

Loosely holding onto her neck, Brainy sat upright in her arms and remained silent for the walk back over to the spot on the floor where Triplicate Girl and Phantom Girl still sat, waiting for them.

Sitting down, cross legged, Saturn Girl placed Brainy onto her lap with him facing towards the other girls. She then spotted the teddy bear next to her and placed it into Brainy's arms, smiling and patting his hair when he leaned back against her and held the bear close to him.

Slowly, as not to startle the child further, Triplicate Girl brought the item she had been holding behind her to her front. It looked like a purple, the same shade as Brainy's uniform, blanket. She unfolded it and held it in front of her, revealing the Brainiac insignia on the front.

"Ta da!"

Brainy stared at it a moment before turning to look up at Saturn Girl.

"It's a blanket," Saturn Girl tried to explain. "You can sleep with it or play on it, if you like. It even has your symbol on it so it's just for you."

Looking back to the blanket, Brainy touched his forehead, absently tracing the three circles and the black lines between them with his fingers.

"You don't mind that I'm a Brainiac?"

"Why wouldn't we like you for being a Brainiac?" asked Phantom Girl.

"The Caretakers said that people off of Colu didn't understand the great things Brainiac 1.0 did and that they hated us," mumbled Brainy, holding onto the bear more tightly then before.

"We could never hate you Brainy," said Triplicate Girl, looking sad that the boy would ever think such a thing.

"You could be Brainiac 2 and we'd still adore you," announced Phantom Girl. She grabbed the corner of the blanket furthest from her, pulling it so the back was now facing Brainy instead of the front.

Seeing what she was doing, Triplicate Girl smiled. Together she and Phantom Girl wrapped the blanket around Brainy's front and behind Saturn Girl's sides.

For a moment Brainy looked amazed but then he looked up at the two girls and smiled, his own smile increasing when they smiled back.

"Thank you."

Walking into the room, Timber Wolf looked at the two groups; the girls with Brainy in the center and two of his male teammates on the side. He made his way over to the boys.

"Have you guys seen Lightning Lad?"

"Not since he left to talk to the science police, why?" asked Bouncing Boy.

"It's his turn to make dinner," said Timer Wolf.

"Ah, is the puppy hungry?" asked Phantom Girl in baby talk.

Timber Wolf glared at her, but looked way when he noticed Brainy looking at him.

"That's one of the many reasons I love you Brainy," giggled Phantom Girl.

Though it was clear to Superman that the Coluan didn't understand what she was referring to, he still found it interesting when Brainy blushed and hid his face behind the bear. Hadn't anyone ever told Brainy that they loved him before?

_"He was raised by the government robots who were only programmed to take care of Brainy. Not care for him in any way," _Superman remembered Saturn Girl saying.

Superman really wished that Brainy wasn't scared of him.

When Lightning Lad came back, he brought with him take out hamburgers, fries and shakes. He also brought back a foul mood from having to deal with the science police.

"You'd think they're want to catch a criminal as back as we would but they're not interested," grumbled Lightning Lad. "Says _it's the Legions problem_."

"Don't worry about them Lightning Lad," said Phantom Girl, helping him pass out the food for everyone. "Just because they won't make an effort for us, it doesn't mean they'll let her get away if they catch her." She read the label off one of the burgers. "No onions cheeseburger."

"Me," said Triplicate Girl, taking it and a thing of fries. "Thanks."

"Extra pickles cheeseburger," said Lightning Lad.

"Thanks Lighting Lad," said Bouncing Boy, catching it when it was thrown to him.

They went down the list until it was down to the last meal.

"And for Brainy a cheeseburger kids meal with a strawberry shake," announced Lightning Lad, walking it over to the aforementioned child and placing it in front of him. "Here's hoping you still like strawberries."

"Still?" asked Brainy, peering up at Lightning Lad.

"Ah, I meant to say, here's hoping that you _will_ like strawberries," said Lightning Lad, laughing nervously. "But if you don't you can have half of my chocolate one, okay?"

Though, still confused, Brainy nodded and set about eating his meal. As always, when he ate something for the first time he studied it for a while visually before taking a cautionary bite. Besides the time they gave him broccoli, he would continue to eat it with enjoyment, such as he was doing now. He seemed to like it all, including the strawberry shake, perhaps a little too much because Saturn Girl had to remind him to eat more of his cheeseburger.

"Hey, Brainy, do you want to go read some stories?" Triplicate Girl asked when the meal was over.

Though this had happened several times before Brainy was still confused by the question. He just didn't understand why the girls liked reading to him so much when he could read perfectly fine himself. Still, it made them happy, and he liked the voices they made, so he nodded.

"We can even use the nice new blankey Triplicate Girl got you," said Phantom Girl, smiling at the other girl.

"Blankey?" asked Brainy, sliding down from his chair by himself.

"Another way of saying blanket," explained Saturn Girl.

"Oh, okay," said Brainy. After grabbing his bear from his chair he walked over to where the two other girls were waiting for him. He almost reached out for Triplicate Girl's hand but had immediately returned his own hand to holding his bear when he came close to touching her hand.

Noticing this, Triplicate Girl smiled and offered her hand to him.

Slowly reaching out, Brainy took hold of Triplicate Girl's hand.

"Brainy, if I carry your bear can I hold your other hand?" asked Phantom Girl.

The question made Brainy's eyes widen. He looked at his bear a moment before holding it out for her.

Phantom Girl grinned as she held the bear in one hand and absolutely beamed when Brainy grasped her free hand.

"Hey Brainy, wanna do something fun on the way?"

"What?" asked Brainy.

"Triplicate Girl and I can walk forward and then you can swing by our hands," said Phantom Girl.

"Okay," said Brainy, a little hesitantly.

Phantom Girl and Triplicate Girl walked forward.

"1, 2, 3, jump."

Jumping when they said so, Brainy giggled when he flew through the air by their hands making the girls laugh with him.

"Don't swing him too hard, he just ate," said Saturn Girl, chasing after them.

After they were gone Bouncing Boy turned to the others.

"Is it just me or has Saturn Girl become, like, Brainy's mom?"

"Someone had to," commented Timber Wolf, "and better her then Triplicate Girl or Phantom Girl."

"What do you mean?" asked Lightning Lad.

"Triplicate Girl would probably smother him with affection and Phantom Girl," began Timber Wolf, but paused to consider his words. "Well, Brainy would never know what's going on with all the sarcasm she uses."

"I agree with the part about Phantom Girl, but I'd like to think Triplicate Girl could show some restraint so not to scare Brainy," said Bouncing Boy.

"Could, maybe, but I doubt it," grinned Lightning Lad. "I think it would have been funny if it was Phantom Girl."

"No, if she had her way Brainy would be calling me puppy," said Timber Wolf, glaring when it looked like Lightning Lad was going to laugh, "and you Sparky."

"I'm sure either one of them would have done fine," said Superman, starting to clear off the table.

"What about you?" asked Lightning Lad.

"I don't think I'd make a good mom," commented Superman.

"I meant, how is it going with the whole 'Brainy fearing you' thing?" asked Lightning Lad. "You two used to hang out together, when Brainy felt like being social, playing chess and stuff. I was just wondering if your okay with everything?"

"Not really," sighed Superman, "but I'm glad he's no longer screaming or running away from me. He even ran past me today to get to Saturn Girl."

"That reminds me, before I forget to tell you guys," said Bouncing Boy, turning to Lightning Lad and Timber Wolf. "Never say you have a surprise for Brainy. You'll just end up freaking him out."

"Why?" asked Timber Wolf.

"He associates 'surprise' with 'attack'," explained Bouncing Boy.

"Remind me to never go to a party on Colu," mumbled Lightning Lad. He grabbed the garbage on the table around him and threw it away. "Hmmm, I wonder if taking Brainy to the Superman Museum would make Brainy feel better about being around you?"

"He freaked out around one of me, how do you think he'll feel about my image everywhere he turns, plus a statue and all those weird looking displays?" asked Superman.

"Just a thought," said Lightning Lad quickly, raising his hands in defense.

"Sorry, I just don't want to push him further away," said Superman. "And I feel so stupid not being able to help with anything or say anything to him."

Bouncing Boy laughed, coughing when Lightning Lad and Timber Wolf sent him twin glares.

"Er, sorry Clarky, it just sounded funny the way you said it."

After the kitchen was cleaned up Superman went to the lounge where the stories were being told.

Sitting on the couch was Saturn Girl in the middle with Brainy on her lap, the bear on his lap, and Triplicate Girl and Phantom Girl on either side of them. They exchanged the text pad between the three of them, looking like they had divided the characters among them, giving them their own special voice. Occasionally they'd hold the pad in front of Brainy, possibly to show him a picture that went along with the words. The four of them were wrapped in the blanket Triplicate Girl had gotten the little Coluan.

Not wanting to disturb the story, Superman left before they noticed him.


	5. Chapter 5

A few readers have found mistakes in BG and I was wondering if anyone knew that if I replaced the chapter if the comments for that chapter would stay in place?

Chapter 5

Superman went to bed a little latter then usual, having to help Bouncing Boy convince Lightning Lad to go through Legionnaire auditions with the rest of the Legion. He yawned, wondering if anyone they're be able to find would be able to help them.

Seeing that he was about to talk past Brainy's room, Superman did what had become habit over the last week. He slowed down, careful not to make a noise, and stood by the door. Activating his super hearing, he listened.

The first night he had checked in on Brainy it as because Superman had wanted to give Brainy the teddy bear without scaring the little Coluan. The second night he had did it out of curiosity, to see if Saturn Girl was still with Brainy, reading him a bedtime story. After that he had just done it to make sure Brainy was sleeping, knowing full well how he had sometimes woken up during odd times of the night when he was a child. Soon enough it had become a habit. He'd listen in for a moment and then go to bed himself, assured that Brainy was alright and resting peacefully.

This was the first night Superman's ears detected something that wasn't the even breathing of sleep. He returned his hearing to normal and looked down the hall towards Saturn Girl's room. For a moment he contemplated rousing her from her sleep.

Shaking his head, Superman gathered his courage and slowly opened the door. He instantly became aware that the moment the door creaked the sound had cut off. Sighing, he walked in and sat at the end of the bed, a good foot away from where Triplicate Girl's gift to Brainy had been gathered up in an upside down nest, tightly held over a shaking, curled up form.

"Brainy, what's wrong?"

"Nothing," whimpered Brainy from under the blanket, his voice shaking like the rest of him.

"I heard you crying," said Superman, as softly as he could make his voice and still be heard.

"No you didn't," said Brainy, but it was immediately followed by a sniffle.

"It's alright to cry, Brainy," Superman assured the child. "No one will yell at you for it. I just want to know why you're crying. I want to help."

A choked sob escaped Brainy and the blanket was pulled closer to him, making Superman worry if the child could even breath.

"Saturn Girl."

Fighting off the urge to sigh, Superman dropped his head.

"You want me to get Saturn Girl?"

"No," said Brainy, surprising the boy of steel.

Though Superman didn't think it was possible he asked, "Did Saturn Girl make you cry?"

"No," said the little Coluan, his voice softer then before.

"Please, Brainy, tell me what happened," pleaded Superman.

"I, I got tired when we were reading stories so I closed my eyes. They thought I was asleep, but I wasn't," said Brainy. When he spoke again his voice was louder, more clearer before and without emotion. "She said she doesn't want me."

Superman stared at the no longer shaking form under the blanket, unable to believe his ears and worried what the sudden calmness in the young boy had meant.

"What do you mean she said she doesn't want you?"

"Triplicate Girl asked if they could keep me. Saturn Girl said no," said Brainy with the same calmness as before, making Superman realize what it meant. The little Coluan had accepted it.

"No, Brainy, you misunderstood. There is no way Saturn Girl wouldn't want you," Superman said quickly.

Suddenly Brainy sprang up, his blanket falling to the side as he sat up right. His face was calm, even though tears were still streaming down his cheeks.

"My own mother didn't want me," said Brainy, making Superman wince at a three year old using the term 'mother' and at the emptiness of the child's voice despite the sadness that his words implied. "She never wanted me. Why would Saturn Girl?"

"Because she adores you and she loves having you around. She told me and Bouncing Boy that just earlier today," said Superman.

"Liar," said Brainy, turning to the older boy, eyes widening upon sight. He held his bear tight against him and, for a moment, Superman thought he was going to scream. Instead a sob escaped him and he buried his face into the bear's fur as the crying and shaking renewed themselves.

Feeling like Brainy had struck him under a red sun, Superman nearly left. Surely Saturn Girl, or any of the others would be better suited to this? No, he couldn't just leave Brainy alone like this. Gathering his will power he moved closer to the crying boy and gently placed a hand on top of Brainy's head. He tried not to flee at the sight of Brainy's body shaking more then before.

"I won't hurt you. I only want to help." He thought of what the girl's said at moments like this. "Cross my heart."

Slowly, as if the weight of Superman's hand weighed heavily down upon him, Brainy looked up at Superman. He sniffled.

"Is she going to give me away?"

"What?" asked Superman, in surprise.

"Is Saturn Girl going to g-give me away or is she just going to leave me behind," clarified Brainy. He hiccupped and rubbed at his eyes with one hand as the other held onto his bear. "I don't want her to go. I don't want to be alone again."

"She would never do either of those things. And you're never going to be alone. Even if Saturn Girl had to go do something she'd always come back and you'd still have Triplicate Girl or Phantom-" began Superman but was cut off when Brainy sobbed.

"I w-want Saturn Girl," cried Brainy.

Without thinking Superman reached forward and lifted Brainy into his arms, relieved when the child didn't scream. He let Brainy rest against his shoulder, rubbing his back as he cried, occasionally petting his hair.

"It's alright, Saturn Girl won't leave you, I promise."

"You can't promise that," cried Brainy, arms loosely holding onto Superman as uncontrollable sobs escaped him, only interrupted by his words and occasional hiccups.

"I suppose I can't but I promise that you won't be alone. We're all here for you Brainy. None of us want to see you sad. Please don't cry."

Brainy seemed to try to stop but it only made him hiccup again and the tears continued to flow down his cheeks.

"Hey, you know what I think?" asked Superman.

Still crying, Brainy shook his head against Superman's shoulder.

"I think Triplicate Girl was asking if she could keep you and Saturn Girl said no because she wants to keep you all to herself," said Superman.

Taking in a few deep breaths, Brainy sniffled quietly.

"Really?"

"Really," assured Superman, releasing Brainy to let him sit on his lap and carefully wiping the tears from Brainy's face.

"T-then why does Saturn Girl let the others play with me?" asked Brainy.

"Because we make her," said Superman with a smile, "plus it would make Triplicate Girl and Phantom Girl really sad if they weren't aloud to play with you."

"I like playing with them," said Brainy.

"That's good," said Superman

"Triplicate Girl is really nice and Phantom Girl is silly," said Brainy.

"Really? Why is that?" asked Superman.

"Phantom Girl believes in magic but it doesn't exist because it goes against the laws of science," said Brainy seriously.

It made Superman smile to hear little Brainy say something so similar to something Brainy had said before in his usual self's serious voice. He ruffled the boy's hair.

"Well I've seen magic before."

"The quarter behind the ear doesn't count," announced Brainy.

Superman laughed.

"No, it was a different kind of magic. Things floating, appearing out of nowhere, people being transformed into animals."

"Science can do that," said Brainy.

"Maybe, but not like what I saw," said Superman.

"It must have been interesting," said Brainy.

"It was," agreed Superman. He thought over what Brainy had said and curiosity plagued him. "Brainy, how long did those caretakers take care of you for, before you came here?"

"Three years and one day," said Brainy. "Superman, how did I get here?"

"Magic," said Superman, grinning.

"Nuh-uh," said Brainy.

"You win, it was science, but don't ask me to explain it because none of us understand what happened," said Superman.

"So, my being here was an accident?" asked Brainy.

"It was a surprise," said Superman, mentally hitting himself when Brainy's eyes widened. "A good surprise but not an accident."

Brainy seemed to be considering this as he absently rubbed the top of his bear's head, making some of his previous tears splatter off.

"So have you named your bear yet?" asked Superman.

Looking up, Brainy looked surprised.

"Name him?"

"He's your friend isn't he? Shouldn't he have a name?" asked Superman.

"He's not alive," commented Brainy.

"That doesn't make you like him any less does it?" asked Superman.

Brainy shook his head, looking down at his bear.

"What about 'bear'?"

"You could call him that if you like," said Superman. "Mr. Bear or little bear or just bear. Whatever you want."

Looking unsure, Brainy continue to rub his bear's head, almost looking like he was petting him instead of trying to wipe off the moisture from before.

"I know a funny little story about a bear. Want to hear it?" asked Superman.

Brainy nodded.

"Fuzzy Wuzzy was a bear.

Fuzzy Wuzzy had no hair.

Fuzzy Wuzzy wasn't very fuzzy, was he?" said Superman, smiling at the smile that lit up on Brainy's face.

"That sounds funny," said Brainy but right after he said this a yawn escaped him.

"I think it's time for you to go back to bed," said Superman, gently lifting Brainy off his lap and setting him back in bed next to his pillow. He waited for Brainy to lay back down before pulling the covers over him. "Good night."

Too close to sleep, Brainy mumbled something that could have been 'good night' as he rolled onto his side and buried his face into his bear's still damp fur.

--

Superman wasn't sure what to expect when he came to breakfast the next day. Sure he and Brainy had talked, he had made the little boy smile but that was when he had been upset to begin with. Would last night make any difference to the day?

Entering the kitchen, Superman observed what the other Legionnaires were doing for a moment. Triplicate Girl was making something at the stove with assistance from Timber Wolf and at the table Lightning Lad seemed to be talking to Bouncing Boy about something from their seats around the table while Phantom Girl and Saturn Girl sat on either side of Brainy, listening to him talk as he held up his bear.

Spotting Superman, Brainy slipped down from his seat, not knowing that he was giving the boy of steel a miniature heart attack from happiness as he ran over to him.

"Superman, how does that funny story go?"

Not caring that everyone was watching them now, Superman couldn't stop himself from grinning. He happily recited the story he had told Brainy the night before.

When it was finished, Brainy smiled and half turned to the girls he had been talking to before the older boy came in.

"And that's where Fuzzy got his name."

"But your Fuzzy is fuzzy," said Superman.

Brainy turned back and smiled at him.

"Yep."

"It's a great name," exclaimed Triplicate Girl happily, smiling broadly at the caped boy as she looked ready to hug him at first opportunity.

"Eggs are burning," said Timber Wolf.

"Eek," squeaked Triplicate Girl, swinging back around to try to save them.

"I'm going to help her save breakfast," said Phantom Girl, standing. "Superman, why don't you take my seat?"

Superman smiled at Phantom Girl's wink before she floated over to the stove. He followed Brainy to the table and took the seat next to him.

With breakfast saved, by Timber Wolf, and eaten, the Legionnaires then went to the lounge where Lightning Lad challenged Bouncing Boy to a video game, Superman and Timber Wolf sat on the couch and the girls settled on the floor to play with Brainy.

Superman nearly laughed that the moment Timber Wolf's head was turned, to watch Lightning Lad and Bouncing Boy play their video game, Phantom Girl began to whisper something to Brainy while pointing at the furry Legionnaire. He had to cough to cover his laughter when he saw Brainy nod and head towards the couch.

"What did you say to him?" asked Saturn Girl in a whisper.

"You'll see," snickered Phantom Girl.

Pulling himself onto the couch between Timber Wolf and Superman, Brainy stood on it and tapped him on the shoulder.

Timber Wolf turned to the little Coluan, unsure what to make of it with Superman's smiling-way-too much for it to be a good thing expression and a small giggle erupting from Phantom Girl a few feet away. He carefully asked, "What?"

"Is it true that if I pet you and call you puppy that you'll give me a cookie?" asked Brainy.

"Ah, no," said Timber Wolf.

From the floor, Phantom Girl pouted.

"Timber Wolf," Brainy called again.

"What?" asked said Legionnaire.

"What is a cookie?" asked Brainy.

This surprised Timber Wolf since Phantom Girl had mentioned cookies the first day Brainy had been shrunk. He had assumed the boy knew what they were since Brainy hadn't said anything but, he supposed, he had really been to scared to say anything then.

"Why don't we make some so you can see for yourself?"

"Okay," said Brainy, turning to the end of the cough and looking like he was about to jump off.

"Don't jump, Brainy," said Saturn Girl.

The order seemed to surprise Brainy but he nodded, instead sitting down on the couch to scoot down.

Timber Wolf seemed to be debating something, coming to a decision, he sighed and placed a hand in front of Brainy to keep him from leaving the couch.

"Do you want a piggy back ride to the kitchen?"

Eyes widening, Brainy turned to look up and asked, "Won't that hurt the piggy?"

"There is no pig actually involved," said Timber Wolf, ignoring Phantom Girl's not so silent snickers. "You'd just be riding on my back."

Now Brainy turned to Saturn Girl, who nodded, before he gave a similar nod to Timber Wolf. He stood back up on the couch and crawled onto Timber Wolf's back and holding onto his shoulders, as the older boy instructed, still looking surprised when Timber Wolf stood and he was in the air. He pointed to the ground where he had left his newly named bear, "Fuzzy."

"What?" asked Timber Wolf, his own eyes widening, making Phantom Girl giggle.

"His bear," said Saturn Girl, picking up the bear, standing and handing it to Brainy.

"Thank you, Mommy," said Brainy.

Saturn Girl stared, uncertain of what she heard, and the video game gave off the sound that one of the players had just died.

Realizing what he had just said, Brainy slapped his hands over his mouth, both dropping Fuzzy and unwittingly making himself fall backwards.


	6. Chapter 6

04/04/08

Due to all my upcoming projects at school, I'm going to have to cut back my usual updates. For the moment I'm not going to update on weekends anymore, but if I need more time I'll have to start just updating whenever I have time. I apologize to my faithful reviewers. -sniffs sadly-

Chapter 6

Superman sprang up and caught Brainy before he had fallen too far back.

"You okay Brainy?"

Still covering his mouth with his hands, Brainy nodded.

Rushing around Timber Wolf, Saturn Girl took Brainy from between the two boys and hugged the little Coluan close to her.

Tears began to form in Brainy's eyes, his hands lowering in a shaky manner.

"I'm sorry, please don't be mad."

"Mad?" questioned Saturn Girl, pulling away from Brainy just enough so she could look him in the face. "How can I be mad at the cutest boy in the universe?" She kissed his cheek and hugged him to her again.

Blinking, Brainy's tears disappeared only to be replaced by confusion.

Standing up Triplicate Girl walked over and smiled at Brainy.

"Cutest boy in existence."

Though he stared at Triplicate Girl in disbelief, Brainy's face darkened in blush.

"Hey, I wanna hug the cutie now," said Phantom Girl, floating over and holding out her arms.

Saturn Girl turned so Brainy was out of the other girl's reach.

"No way, Brainy is staying with his mommy."

Hearing this, Brainy's gaze swung up to look at her.

Looking down at him, Saturn Girl smiled and kissed his forehead.

Smiling bigger then any of the Legionnaires had ever seen him, Brainy wrapped his arms around Saturn Girl's neck and kissed her cheek.

In response, Saturn Girl's face practically glowed with happiness and she rubbed their noses together in an Eskimo kiss making Brainy giggle.

"That tears it," exclaimed Phantom Girl. "I'm getting a camera!" She flew out of the room, possibly out of headquarters.

"Why does that worry me?" asked Timber Wolf.

Retrieving Fuzzy from the floor Superman returned it to it's rightful owner, smiling when Brainy smiled at him.

The newly dubbed 'mommy' was very hesitant about letting go of her charge. She carried him to the kitchen instead of letting him continue his cut off piggy back ride and had him in her lap nearly the entire time Timber Wolf showed the child how cookies were made and kept him away from the oven when the cookies were being put in.

"Cookies smell nice," commented Brainy. "Is that their purpose?"

"No, you eat them," said Timber Wolf.

"After they've cooled down," added Saturn Girl.

"Are they for lunch?" asked Brainy.

"Your can't make a meal out of cookies," commented Saturn Girl. "They're more like a dessert or a treat for a snack."

"So they're sweet?" asked Brainy.

"Yep," said Timber Wolf.

"Like pancakes?" asked Brainy.

"It's a different kind of sweet," commented Timber Wolf. "And they are lots of different kinds of cookies. We're just making chocolate chip."

"What's chocolate chip?" asked Brainy.

"Well, chocolate is a sweet made from coco beans and milk and chip is just referring that it's in small pieces," explained Saturn Girl.

"Does everybody get a cookie?" asked Brainy.

"If they want one," said Timber Wolf.

"Are you kidding? I'd eat them all if I could," said Lightning Lad, coming into the kitchen. He shot Brainy a smile. "Timber Wolf makes the best cookies."

Following their former leader, Phantom Girl grinned as she fiddled with her new camera.

"Yep, he's such a cute little house wife in training."

Even from under Timber Wolf's furry cheeks, blush became visible as his eyes widened. He snapped out of it however after there was a flash and softly growled.

"Phantom Girl…"

"I thought only girls could be wives," said Brainy.

"Nope, Timber Wolf is gonna be my wife one day," said Phantom Girl, snapping another picture when said boy's eyes widened again, this time accompanied by deeper blush and a dropped jaw.

"So," began Brainy, thinking over this new information. "Are boys the wives on Earth and girls the husbands?"

"No," exclaimed Lightning Lad before Phantom Girl could answer, quickly covering her mouth to make sure of it. "Phantom Girl is just being silly."

Timber Wolf growled and Lightning Lad, giving the other boy a confused look, released Phantom Girl and threw up his hands with a sigh.

"So Phantom Girl is going to be the wife and Timer Wolf will be the husband?" asked Brainy.

"Yep," said Phantom Girl, grinning at Timber Wolf's stare.

"When did this happen?" asked Superman, coming into the kitchen.

"Sometime next week when Timber Wolf takes me out on our first date and I realize how madly in love with him I am," said Phantom Girl, winking at Timber Wolf, who went to check on the cookies.

"Is she joking?" asked Brainy, looking up at Saturn Girl.

"Surprisingly not," said Saturn Girl.

"So Brainy, who do you want to marry?" asked Phantom Girl.

"No one," said Brainy immediately and with such seriousness, it reminded the others of the older version of the Coluan.

"Awww, why not?" asked Phantom Girl.

"I don't want there to be a Brainiac Six," said Brainy, hugging his bear close to him as if the idea horrified him.

It was one of those moments where everyone looked around awkwardly that made Superman wish that he knew more about Brainy's ancestor.

"Well, that would only happen if you married a girl," commented Phantom Girl.

Brainy looked at her in wide eyed confusion.

"Oh no, don't go around putting ideas into Brainy's head," said Lightning Lad waving his arms in a way a referee would for a foul. "He can make up his own mind about these things _when he's older_."

Phantom Girl pouted.

"Hey guys, did we miss the cookies?" asked Bouncing Boy as he and Triplicate Girl came in, carrying a big box together.

"It'll be another five minutes," said Timber Wolf absently, still looking at the oven.

"What's in the box?" asked Lightning Lad.

"I asked my sisters to send some of my old kid stuff," said Triplicate Girl as she and Bouncing Boy put the box on the table. "I'm sure Brainy will like some of the puzzles I had, and maybe a few of my old books."

Opening the box, Bouncing Boy laughed and pulled out a clothe doll similar to a Raggedy Anne of Superman's time.

"I think you forgot to mention to your sisters that Brainy's a boy."

"That would explain why they sent my tea set," said Triplicate Girl, holding up the hold tea pot decorated in pink roses.

"Hey Brainy, wanna have a tea party with our cookies?" asked Phantom Girl.

Before anyone had the time to blink, Lightning Lad had rushed over to Saturn Girl and Brainy, picked the child up and started to leave the room with him.

"Lightning Lad, where do you think you're going with my Brainy?" demanded Saturn Girl, stalking him as he headed out.

"I'm saving Brainy from all the cooties. We'll be back in five minutes-" began Lightning Lad.

"Four minutes," corrected Timer Wolf.

"Four minutes for the cookies," said Lightning Lad.

"Lightning Lad, there's no such thing as cooties," said Brainy, loosely holding onto the older boy's neck as he walked away from the others.

"That's just what they want you to think," said Lightning Lad.

"Who's the one giving Brainy ideas now?" asked Saturn Girl.

After the door closed behind the trio, Bouncing Boy pulled out a small pink dress and busted out laughing.

"I would have loved to see Lightning Bulb's head explode at that," commented Phantom Girl.

"Like we'd ever do that to Brainy," said Triplicate Girl, taking the dress and putting in back into the box.

"Not that he needs to know that," grinned Phantom Girl.

"Man, I hope we don't end up screwing up Brainy," mumbled Bouncing Boy.

"Do you think what we do now will affect Brainy when he's back to his normal age?" asked Superman.

"I have no idea," admitted Bouncing Boy. "He may not remember anything or he remember things subconsciously. It's even possible that these new memories will somehow integrate with the ones he has when he really was that age and confuse him about what really happened."

"That's is if we can even find a way to get him back to his normal age," said Triplicate Girl. "Too bad we couldn't arrange for Legion tryouts sooner then next week."

"You know, holding tryouts doesn't guarantee that we'll get anyone smart," commented Phantom Girl. "Maybe we should put it out on the intergalactic web that we're looking for a scientist."

"But if we just advertise with a scientist we could get someone without powers and you know the rules. No powers, no membership. I doubt we'd be able to find a scientist willing to do all that work for nothing in return," said Bouncing Boy.

"And you might end up with a maniac instead of a real scientist," pointed out Timber Wolf.

"Right," said Bouncing Boy, looking away. "We'll just have to hold auditions and hope we get lucky. If not, then we may have to go scientist hunting."

The oven beeped and Timber Wolf put on his oven mitts to take out the cookies.

Soon after Lightning Lad, still carrying Brainy, and Saturn Girl returned the two were still arguing about the kind of things that should and should never be done, under any circumstances, when dealing with Brainy, who seemed to be finding this conversation very interesting, looking between the two of them whenever one of them was speaking.

"I'm just saying that you can't treat Brainy like a girl," said Lightning Lad.

"And I'm saying that I don't see the problem with a tea party. It would just be teaching him table manners," said Saturn Girl.

"His table manners are fine," protested Lightning Lad. "You just want to treat him like a living doll."

"We do not and it's not like we're dressing him up and playing princess," said Saturn Girl.

Phantom Girl's lips curled upwards in a way that made Superman think she would start rubbing her hands together and laughing manically. She sprang upward and tried to reach into the box for the pink dress with Triplicate Girl dividing herself and fighting her to keep it hidden.

Thinking that Brainy really didn't need to be in the middle of Saturn Girl and Lightning Lad's 'discussion', Superman walked over and reached to take Brainy out of Lightning Lad's arms.

Glancing over to see who it was, Lightning Lad handed Brainy over and turned back to continue his 'conversation' with Saturn Girl.

"They're silly," commented Brainy, looking up at Superman with a smile.

"Very silly," agreed Superman, smiling back.

Brainy was fine with sitting on Superman's lap as they watched Timber Wolf flip the cookies off the pan and onto the cooling tray.

"When do we know when the cookies are okay to eat?" asked Brainy.

"They should be fine in about a minute," said Saturn Girl, walking away from her conversation with Lightning Lad to the refrigerator. She got out the milk and a small plastic cup for Brainy.

Seeing Phantom Girl and Triplicate Girl still struggling with something in the box, Brainy turned to Superman.

"What are they doing?"

"Well, Phantom Girl is trying to make Lightning Lad's head explode and-" began Superman.

Eyes widening, Brainy's attention swung towards the girl's.

"Don't make Lightning Lad's head explode!"

Stilling, Phantom Girl turned and looked at the little boy. She sighed at his alarmed expression.

"Okay, Brainy. I'll leave Lightning Lad alone."

As soon as Phantom Girl pulled her hands away from the box, Triplicate Girl closed it and put it under the table.

"Thanks Brainy," said Lightning Lad, grinning.

Phantom Girl stuck her tongue out at Lightning Lad, pressing her thumb to her nose and waving her fingers at him mockingly, the moment Brainy looked away.

Putting the small glass of milk in front of Brainy, Saturn Girl smiled when he reached for it and took a drink. She turned to Superman.

"Would you like a glass of milk too?"

"Sure, thanks," said Superman.

Saturn Girl went back to the cabinet and got out two more glasses, adult sized, and filled them with milk. Walking back to the table she gave one to Superman and sat down with the other in her hand.

"The cookies should be fine now," said Timber Wolf.

Putting one of the cookies on a napkin, Saturn Girl placed it in front of Brainy.

Picking up the cookie with both hands, with Fuzzy sitting upright on his lap, Brainy sniffed the cookie before taking a little nibble. His eyes widened and, after a moment, he smiled in a way that made the others think he would have cried out 'Yay' if he knew what it meant, taking a second, much bigger, bite.

"Careful Brainy," warned Saturn Girl, but she smiled at the little boy's expression and got a cookie for herself and one for Superman.

Phantom Girl took a picture before turning to Triplicate Girl and whispering something into her ear.

Triplicate Girl giggled in a way that almost made her spit out her cookie.

"What's so funny?" asked Bouncing Boy.

"I was just commenting that they look like a cute, little family," said Phantom Girl.

Brainy paused in his chewing to consider this. Swallowing what he could he looked up at the dark haired girl.

"Aren't you all my family?"

The Legionnaires looked at each other and smiled.

"Yes, we're all your family," said Triplicate Girl, looking like she could cry from happiness.

"Family picture time," announced Phantom Girl, messing with her camera. "Everyone gather behind Superman and Saturn Girl."

Getting up from their perspective chairs the Legionnaires gathered around them. Triplicate Girl kneeled down next to Saturn Girl and Bouncing Boy stood behind her while Lighting Lad stood between Superman and Saturn's Girl's chair and Timber Wolf stood next to Superman's chair.

Tying her flight ring onto her camera, Phantom Girl got it to stay in the perfect spot to capture the group.

"Alright, smile in ten seconds!"

Phasing into the floor, Phantom Girl reappeared behind Timber Wolf, jumping onto his back and nearly knocking him over. She triumphantly gave the camera a peace sign and winked.

"Cheese!"

_SNAP!_


	7. Chapter 7

04/09/08

I've been feeling really depressed all week so far. I just got over being sick and now it seems like school is out to get me. I got a bad grade on a book report I thought I did well on, on Monday, failed a test Tuesday because I messed up the days, I just found out there's an old creepy guy sneaking into the dorms and looking at girls in the shower and today my internet wouldn't work until a few minutes ago and I need it to study for my upcoming Japanese exams, do research for another book report and a research paper. I feel like I'm falling so far behind in everything and I haven't been able to write, which is one of the few things that makes me happy recently. I'm probably going to have to cut back on updates to just whenever I have time because after this chapter and the next chapter for Missing Pieces I have nothing else even started for my other works. I'm so sorry. -runs off to cry for a little before next class-

Chapter 7

"What do you think we are to Brainy?" asked Phantom Girl, sitting on the couch in between Timber Wolf, using him as her back rest, and facing Triplicate Girl.

Going through the box her sister's had sent her, Triplicate Girl paused to look up at the other girl.

"What do you mean? We're his family."

"Yes, but how are we his family?" clarified Phantom Girl. "Saturn Girl is the mommy, Superman is the daddy-"

"I hardly doubt I'm the daddy, Phantom Girl," commented Superman. "He just stopped being scared of me yesterday."

"Yeah," agreed Lightning Lad, sending Phantom Girl an annoyed glare.

"Whatever," said Phantom Girl, rolling her eyes. She thought about it a moment and smirked, turning to their former leader. "Jealous Lightning Bulb? Do you wanna be the daddy?"

"Why would I want to be the daddy?" asked Lightning Lad, though he wasn't looking at the girl as he spoke.

"Because you get to spend time with the mommy," said Phantom Girl.

"And why would I want to do that?" mumbled Lightning Lad.

"Oh Dim Lightning Bulb, you know perfectly well why," said Phantom Girl.

Though his expression was one of indifference, the blush forming on his cheeks ruined the desired affect.

"Anyway," continued Phantom Girl, turning back to the other girl. "Saturn Girl is the mommy, _somebody_ is the daddy and Timber Wolf is the puppy," she looped her arm with the furry boy's to keep him from his attempted escape, "but what are we? His aunts and uncles, his siblings or just people who happen to live with him?"

"I don't think Brainy thinks that way," commented Timber Wolf.

"What do you mean?" asked Phantom Girl.

"You saw how he freaked out when he first called Saturn Girl 'mommy'. He may think of us as a family but I doubt he's assigned any terms to us other then that," said Timber Wolf.

"But that means I don't get to be called Auntie Phantom Girl, or big sister Phantom Girl," pouted Phantom Girl. "That would have been so cute."

"And long winded," said Timber Wolf, smiling to himself when Phantom Girl smacked his shoulder but didn't let go of his arm.

Bouncing into the room, Bouncing Boy returned to his normal shape. He quickly scanned the room and gulped.

"Guys, we just got a call about a break in at a parts factory a few light years from here and they're not sure if the robbers are still there. They want us to check it out."

"What's with the nervous look if it's just a break in?" asked Lightning Lad.

"They specifically asked for Saturn Girl to come along in case we catch one of the thieves to interrogate them," said Bouncing Boy.

"But we can't take Brainy to a factory," exclaimed Triplicate Girl, springing to her feet. "They're dangerous and smell bad and if the thieves are still there-"

"That's why someone, besides Saturn Girl needs to stay here with Brainy _and_ be the one to tell him he has to be without his mommy for a few hours. As leader I call 'not it'," said Bouncing Boy quickly.

"Guys-" began Superman.

"I volunteer Timber Wolf," exclaimed Phantom Girl.

"And why would you do that?" growled Timber Wolf, glaring at her.

"Because Brainy likes you, well, now that he doesn't think you're going to eat him that is. Plus it would be cute and I'd have a few hours of entertaining security video to watch when we got back," grinned Phantom Girl.

"I second the motion," said Triplicate Girl, raising her hand energetically. She began to divide herself.

"Third it," said White Triplicate Girl.

"I don't know… Superman babysitting Brainy would be cute too," said Purple Triplicate Girl. She winced when both of her counterparts and Phantom Girl glared at her and weakly raised her hand. "Fourth it."

"Do I have a choice in the matter?" asked Timber Wolf.

"No," said Phantom Girl and two of the three Triplicate Girls together.

"Guys, is there a way we can do this without Saturn Girl?" asked Superman.

"Do what without Saturn Girl?" asked said girl as she walked in, carrying a sleepy looking Brainy in her arms.

"Break in that we really need to get a move on to because the thieves might still be there and they want you to come," said Bouncing Boy.

"I'll stay here and watch Brainy so you can go," said Timber Wolf, slipping his arm out of Phantom Girl's hold so he could walk over to Saturn Girl and hold out his arms to take Brainy from her.

"Go?" questioned Brainy, softly, his eyes blinking open and looking around in a sort of daze, his hold around Saturn Girl's neck tightening instinctively.

"Just for a little bit to help our friends," whispered Saturn Girl, swaying slightly in a rocking motion. She kissed his forehead. "I'll be back as soon as I can, I promise."

Looking around a moment longer, Brainy caught Superman's gaze for a moment before going back to resting against Saturn Girl.

Saturn Girl kissed the child's forehead one more time before she carefully placed Brainy into Timber Wolf's arms and she along with most of the remaining Legion that lived at the headquarters left on the cruiser.

Hesitating a moment, Superman gave Brainy a worried look before turning to follow the others.

Standing in the middle of the lounge with a dozing Brainy in his arms, Timber Wolf felt completely lost on what to do when the child woke up.

As Timber Wolf's misfortune would have it, Brainy woke up about a half an hour after the others left, barely enough time for others to get to the factory, and the child immediately asked if they were back yet.

It was going to be a long day.

Moving to sit on the floor where the others had told him he could leave his blocks, Brainy set Fuzzy down beside him and began to build something only to stop half way through his original idea. He traced his finger over the top of the tower with a cautious manner that most humanoid species did not possess at his age.

"Are you hungry?" asked Timber Wolf.

"No," said Brainy, not turning to look at him, keeping his eyes on the blocks.

"Thirsty?" asked Timber Wolf.

"No," said Brainy.

"Do you want to play a game?" asked Timber Wolf, though he realized immediately after that he didn't really remember any kid games anymore.

"No," said Brainy.

It was really going to be a long day.

Pushing forward, Brainy watched, unblinking, as the blocks fell over. He stared at the fallen colors and shapes, reaching behind him and picking up Fuzzy without actually looking at the bear, keeping his eyes on the blocks. Holding Fuzzy to his chest, he curled himself around the bear, shielding it and his thoughts away from the world.

Though from where Timber Wolf was on the couch, there was nothing strange about the way Brainy was sitting. From behind it just looked like the child was just looking at the floor, not curled in an upright fetal position.

Still, Timber Wolf knew something was wrong. There was a tension around the child that had not been so thick since the first day he had been made this younger age and, Coluan or not, it seemed wrong for a three year old to hold himself so still.

"Brainy?"

His ears twitching at an almost inaudible sound, Timber Wolf stood from the couch and joined Brainy on the floor, sitting next to him but not touching him, unsure if the child would accept it. Still, it was hard not to try to hold the little Coluan at the sight of him crying silently and staring at the ground as if he didn't notice he was doing it.

"Brainy, what's wrong?"

"Sh-she's coming back isn't she?" asked Brainy, still staring downwards.

Timber Wolf now understood Superman's look from earlier and the 21st centaury hero's attempt to do the mission without Saturn Girl.

"Of course she's coming back. They all are."

"Superman said she would," said Brainy.

"Superman is a very honest guy," said Timber Wolf.

"Will they be o-okay?" asked Brainy

At this Timber Wolf hesitated. He knew he couldn't promise anything for all Legion missions, no matter how simple in appearance, had the potential for danger.

Taking this silence as a negative, Brainy couldn't suppress a loud sob that escaped him, clutching Fuzzy closer to him and rocking himself slightly, his mind spinning with all the possibilities.

"I'm sure they'll be fine," said Timber Wolf quickly, immediately feeling the urge to smack himself afterwards. Still, he'd be lying to say he wasn't relieved when Brainy stopped rocking and looked up at him.

"You really think so?" asked Brainy softly.

"Yeah," said Timber Wolf, hoping Brainy wouldn't hear his uncertainty. He wiped away some of the tears from the child's eyes and tried not to frown when Brainy pulled away to do it himself. "We, we should probably get you some tissues."

Sniffling, Brainy nodded and stood as Timber Wolf did. He didn't notice the other boy's surprise when he took hold of the clawed hand with his own.

They began to walk towards the bathroom, where tissues were sure to be found, with Timber Wolf consciously trying to slow his stride so Brainy, with his shrunken legs, could keep up with him. If he had normal ears, Timber Wolf was sure he would have missed Brainy saying his name, so softly that the child may have not meant to say it at all.

"Yeah?" asked Timber Wolf.

At first Brainy said nothing, keeping his gaze on the floor where he was walking. Giving Fuzzy a squeeze, he looked up at the older boy.

"How come you stayed with me?"

"Phantom Girl says that you like me," began Timber Wolf, not seeing a point in lying to the child, but not sure how to explain that Phantom Girl would have thought the situation was entertaining.

"I do," mumbled Brainy, looking away again.

Timber Wolf would have smiled if he hadn't remembered the security cameras, whose footage Phantom Girl would be watching later.

"But you never seemed to like me before today," said Brainy.

Almost stopping in mid-step, Timber Wolf gazed down at the child.

"What made me think I didn't like you?"

"You always seem annoyed and angry at me," said Brainy, hesitantly. "And you didn't seem to like it when I petted your head."

Reviewing their past interactions, Timber Wolf would have smacked himself if Brainy wouldn't have been there to see it.

"I was never annoyed with you. I was annoyed with Phantom Girl."

"But you're going to marry her," said Brainy.

"You can be annoyed with people you love," said Timber Wolf, quickly realizing he'd have to destroy all evidence of this conversation.

"Like Mommy gets annoyed with Lightning Lad?" asked Brainy.

Unable to help it, Timber Wolf stared at the little Coluan. He was really much more aware of things then he had given the child credit for. What else did he know from observing them all this time?

"Huh, yeah. Just like Saturn Girl and Lightning Lad."

"So," began Brainy, with a look that Timber Wolf always associated with Brainy when making a strategy for a mission, "if Phantom Girl isn't around, you won't get mad if I pet you on the head?"

Timber Wolf almost wanted to ask Brainy if he was really only three. No three year old he had ever meet was so observant and clever. Then again, he had never met a Coluan child before Brainy had been de-aged, or whatever they called it.

"Probably not," said Timber Wolf, choosing his words carefully, "but Phantom Girl would be sad if she missed it."

"How would she know if she missed it?" asked Brainy.

"Security cameras," said Timber Wolf, pointing to one above their heads.

"So she would see it anyway?" asked Brainy.

"Yes," said Timber Wolf.

"So I could pet you when Phantom Girl isn't around and she wouldn't be sad because she could watch the security footage?" asked Brainy.

_This is progressively becoming a really weird conversation_, thought Timber Wolf, _and where did he hear the word 'footage'?_ "I think Phantom Girl would be sad if she didn't see it while it was happening."

"But if she's there, you'll get annoyed," said Brainy.

"Yes," said Timber Wolf.

"That's cheating," pouted Brainy.

Unable to help it, Timber Wolf laughed, knowing full well that the security footage was not going to live long enough for Phantom Girl to see it.

After getting some tissues from the bathroom, they went back to the lounge where Timber Wolf was reintroduced to the world of blocks. He was amazed by how high up Brainy could get the blocks, using Timber Wolf's added height to his advantage, and was considering trying to figure out just how smart Brainy was at this age when he heard the door of head quarters open.

Immediately loosing interest in the blocks, Brainy ran off, forgetting Fuzzy by Timber Wolf's feet in his rush to get to the lounge door.

Bouncing Boy was the first to enter, the others staying in the hall between the entrance and the lounge, grabbing Brainy around the waist and lifting him up when he tried to run by. It looked like it pained him to smile.

"Hey there, little guy, what's the rush?"

"I wanna welcome mommy home," said Brainy, smiling brightly. This being the first time he was this close to Bouncing Boy, he looked at the other boy face, curiously poking the side of his yellow goggles.

Taking off the goggles, Bouncing Boy slipped them onto Brainy's face, smile widening slightly at the sight of the goggles slipping off one of the child's ears and laying crookedly on Brainy's face, along with a bewildered expression.

"Your mommy is," began Bouncing Boy, and Timber Wolf recognized the look of uncertainty on his face, "tired right now. Can it wait until morning?"

Most three year olds would probably have asked why or blindly accepted the restriction. Some may have even whined about it, but not Brainy. Timber Wolf watched as the bright smile faded, replaced the fear that had made the child cling to his bear and rock himself on the floor barely an hour ago.

"Is she okay?" asked Brainy, his voice shaking as he took off Bouncing Boy's goggles but avoided eye contact.

Again Bouncing Boy hesitated. How did you explain a healing trance to a child without letting them know the person in the trance had been hurt but would be fine? He tried to smile reassuringly.

"Once she wakes up she'll be as good as new!"

Neither of the boys were sure how Brainy did it but the child managed to shift in just the right way so he could slip from Bouncing Boy's arms and to the floor, easily landing on his feet, slightly crouching in a sort of pose that reminded Timer Wolf of a spy from some old movie with an expression to match.

As their leader worried that he had somehow dropped Brainy, the child quickly dodged behind him and went towards the entrance hallway but then froze in the doorway.

In the hallway stood the rest of the ruthlessly battered legionnaires. Triplicate Girl had divided herself and was using her counterparts for support for all of their legs were severely scratched up. Phantom Girl's uniform was cruelly shredded across her stomach, which was bleeding slightly while Superman looked tired and slightly nauseous. Lightning Lad, looking like his face was bruising from a particularly hard punch, was carrying an apparently peacefully sleeping Saturn Girl, whose arm fell limply beside her.

Slowly creeping forward Brainy shakily reached up and took hold of Saturn Girl's hand. Unable to look up at any of them, his little shoulders shook as he began to cry.

Timber Wolf couldn't help but feel like a liar.


	8. Chapter 8

05/05/08

This chapter is for FunkyFish1991 and Flarey Phoenix who drew me adorable pictures for this fic when I was feeling depressed. They're posted on my profile. -smile-

Chapter 8

It took a long time for the remaining legionnaires to convince Brainy to let go of Saturn Girl's hand. They assured him that she would be alright after some rest but he didn't seem to acknowledge any of them except for Lightning Lad, having to know when the older boy moved so he could move as well to keep his hold on his appointed mother's hand. It wasn't until he cried himself into exhaustion that he let go, not even aware of Superman picking him up and taking him to bed.

"What happened?" asked Timber Wolf, joining the others in the medical bay.

"The Fatal Five," said Phantom Girl, wincing when she pressed the cotton ball of antibiotic against her cut stomach. She softly smiled when Timber Wolf took the cotton ball from her and started to treat it himself.

"Those bastards were waiting for us," cursed Lightning Lad, with a pack of ice pressed against his face. "Already had their ship loaded with stolen technology and they just hid in the factory waiting for us to come."

"They got on a lot of cheap shots," said Bouncing Boy. "It was like they wanted to take us down as soon as possible instead of messing with us like normal."

"Empress got Saturn Girl with a strong blast before we even knew they were there and Persuader sliced Phantom Girl so fast that she had barely enough time to move back, let alone phase out," said Triplicate Girl, pausing when she heard Timber Wolf growl.

Phantom Girl patted Timber Wolf on the head, grinning when he shot her a glare and started to bandage her stomach.

"Validus treated me like a rag doll and Superman got hit with so many of those mental blasts I'm surprised he could stand," continued Triplicate Girl, putting a band aid on one of her many scratches. "Tharok fought Lightning Lad and Magno _deflated_ Bouncy."

"How did-" began Timber Wolf.

"Don't ask," said Bouncing Boy quickly.

"That's not even the worse of it," said Lightning Lad.

"Besides Saturn Girl being in a healing trance no one was seriously hurt, were they?" asked Timber Wolf.

"Tharok asked were Brainy was," said Phantom Girl.

Not sure what to make of this, Timber Wolf finished off the bandages and gave the girl his full attention.

"So?"

"They made their escape after realizing Brainy wasn't there," said Phantom Girl.

"The whole ambush was to get Brainy," said Triplicate Girl.

"Why would they want him?" asked Timber Wolf.

"Who knows but lets just hope they think Brainy was on another mission and have no idea what Alexis did to him," said Bouncing Boy. "Last thing we need is for the bad guys to know our strategist and resident brain is out of commission."

Superman walked into the room, but stayed near the doorway.

"Hey Timber Wolf, do you know where Fuzzy is?"

"Is Brainy awake?" asked Timber Wolf, turning to the caped boy.

"No, but Brainy probably will want it when he does wake up," said Superman.

"I'll get it," said Timber Wolf, heading towards the medical bay.

"Timber Wolf," began Superman, when the other boy began to pass him. He lowered his voice. "Are you alright?"

Timber Wolf walked on, as if not hearing him and left the room. Going back to the lounge, he found the bear where Brainy had left it, on the ground with his fallen blocks. Picking it up, he looked at the bear's smile and bright plastic eyes.

"I told the kid everyone would be alright."

--

After Superman had left his room, Brainy opened his eyes and looked around in a cautious matter, listening. When he was sure no one was coming he sat up and slipped out of the bed.

Rushing to the door, Brainy pressed his ear against it and listened. With silence as his answer, he opened the door only enough so he could poke his head out, doing so and looking down both ways of the hall. Opening it a little more, he sprinted to the opposite wall and crept against it until he reached Saturn Girl's door.

This was where he hesitated.

What if Saturn Girl wasn't in there? What if they had taken her to the infirmary or to a physician? What if he was hurt more then the other let on? What if she was… gone?

Unable to bring himself to go in, to see, Brainy slumped against the door and sat on the floor. He would wait.

--

Walking to the room, Timber Wolf stopped when he caught Brainy's scent sooner then he should have. Looking around, he spotted the child, further down the hall, sitting against Saturn Girl's door. He hesitated but went to stand in front of him, soon realizing that the child had fallen asleep there.

Timber Wolf picked Brainy up, letting the child lay against his shoulder as he continued to sleep away. He sighed as he headed towards the Coluan's room.

Opening the door the rest of the way Timber Wolf walked into Brainy's room and pulled back the cover's of the bed. Putting Brainy down upon it, he placed Fuzzy into the child's arms and covered him up.

"I'm sorry."

He was about to head to the door when he was stopped by a little yawn from behind him. Turning back, he saw Brainy trying to blink his tiredness away.

Not bothering to sit up, Brainy turned his head to the older boy.

"How come?"

"What?" asked Timber Wolf.

"Why are you sorry?" clarified Brainy.

For a moment Timber Wolf was tempted to tell the child to go back to sleep and leave the room, but at the same time he didn't want to leave him alone.

"For saying that everyone would be alright."

"Why?" asked Brainy.

This was a question Timber Wolf had been scared he would be asked. He walked back to the bed and sat down.

"There are, _bad_ people in the world and as members of the Legion-"

"I know that," said Brainy, surprising the older boy. "I want to know why you're sorry for saying that everyone would be okay."

Timber Wolf blinked, and then stared at the child. He thought for sure he'd be questioned why the others had been hurt, why he had lied about them being okay.

"Because, they weren't alright."

"Timber Wolf, can you predict the future?" asked Brainy.

Again Timber Wolf blinked and then stared.

"No."

"Then you shouldn't be sorry about being wrong," said Brainy.

Timber Wolf opened his mouth, but then closed it. Why would he try to convince Brainy of his guilt?

Seeing that Timber Wolf wasn't going to say anything, Brainy absently played with Fuzzy's fake fur.

"You really like him, don't you?" asked Timber Wolf.

"Uh-huh," said Brainy, sleepily.

"How come?" asked Timber Wolf.

"Because I can hold him for as long as I want and it doesn't get scary," said Brainy.

"Why would it be scary?" asked Timber Wolf.

"The caretakers were cold," said Brainy, his voice very soft. "They used to do everything, but they were cold." He looked up at Timber Wolf. "They scared me so I did things so they'd leave me alone." He looked away. "Everyone here is warm but it's still a little scary. Fuzzy isn't either warm or cold. He's safe." He closed his eyes and held the bear close to him. "That's why I like him."

There were many ways to take Brainy's words. The caretakers could have been cold physically, or they were standoffish and intimidated someone so young with their lack of emotion. On the same note Brainy could find the Legionnaires warm because they were alive, or warm in their personalities or how readily they accepted him, but he as still scared to get close to them because of the memory of the care takers.

Timber Wolf remembered Lightning Lad talking about Brainy when the Coluan joined the Legion. He was insensitive to the faults of others, condescending and absolutely forbid touch of any kind. Had those caretakers made Brainy that way? That by living with many human like species, he learned to be accepting, kind and allow touch in moderation?

From what Brainy said, it seemed the child was still scared of being touched. He accepted it slowly from Saturn Girl and, once he gotten used to it, crept into allowing the others to come close to him. It could be seen by how Brainy now reached to hold people's hands and no longer screamed or ran away when anyone other then Saturn Girl tried to pick him up.

Still Brainy was, at some level, scared of being touched. And yet the child wanted to pet Timber Wolf.

A new round of guilt struck Timber Wolf and he reached forward to touch Brainy's head.

Jumping, Brainy opened his eyes and looked at the older boy. Seeing who it was, he relaxed and closed his eyes again.

"Brainy?" called Timber Wolf softly.

"Hmm?" asked Brainy, not opening his eyes.

"I'll probably regret this, but I changed my mind," said Timber Wolf.

"You're not sorry anymore?" asked Brainy.

"Not about that. About what we were talking about earlier," said Timber Wolf.

"I can tell Phantom Girl about you loving her?" asked Brainy, now looking at him.

"No," said Timber Wolf, feeling the urge to hit himself. He couldn't believe he actually had to say it. "If you still want to, you can pet me. _Occasionally_ and not when Phantom Girl has her camera, alright?"

Timber Wolf wasn't sure if Brainy understood when the child mumbled an 'okay,' and promptly went back to sleep. He patted the child's hair and left.

A few minutes after Timber Wolf was gone, Brainy yawned. He opened his eyes but stayed still on the bed.

He was tired and his bed was comfortable but he was scared. He kept thinking about Saturn Girl, hurt and all by herself. What if someone came and took her away?

Slipping out of the bed, Brainy held Fuzzy close to him as he left his room.

--

When Superman went to bed, he was surprised to find Brainy sleeping in the hallway, against Saturn Girl's door while using Fuzzy as a pillow. He half wondered how long the child had been there and bent down to pick the child up.

Unlike before, when Timber Wolf had done so, Brainy woke up and groggily looked around him.

"Superman?"

Looking down at the child, Superman's surprise turned into shock when the child went from barley awake to struggling to get out of his arms.

"Brainy, what's wrong?"

"I want to stay with Mommy," cried Brainy, never ceasing his struggle. "I promise not to get in the way. I'll stay by the door so no one steps on me. I promise to be quiet." A sob escaped him. "Please, please, let me stay."

"Brainy, calm down. I'm not going to make you leave Saturn Girl," said Superman.

Stilling, Brainy turned to the older boy with watery eyes.

"Really?"

"Really," confirmed Superman, relieved that Brainy hadn't went back to being scared of him. "We'll just go back to your room real quick, get the blanket you got from Triplicate Girl and be right back, okay?"

"Okay," said Brainy softly, sniffing.

Doing as he said they would do, Superman went and fetched the purple blanket and returned them to Saturn Girl's room. Only instead of setting Brainy back on the floor, he walked into the room.

Having never been in there before, Brainy absently clung to Superman has he surveyed the room.

"We shouldn't be in here."

"I thought you didn't believe in cooties," said Superman.

"I don't," said Brainy. "But being in a girl's room is bad."

"Why?" asked Superman.

"I don't know," admitted Brainy. "No one ever told me, but I think it's because we're not girls and we're not supposed to know their secrets."

Superman nearly laughed but settled for a smile.

"Well Saturn Girl wouldn't want you to sleep on the floor in the hallway so I'm sure she wouldn't mind. If she does, she can make me sit in the corner."

Brainy didn't really look like he believed that, but he accepted it anyway. He looked around the room, a little more curious now. His eyes landed on Saturn Girl on the bed and the tension he had been holding inside of him melted away and he leaned against Superman's chest.

"She looks like the picture of Sleeping Beauty from the story."

Superman absently wondered what kind of stories the girls had been reading the child but he couldn't help but agree. Even though he had always thought of Saturn Girl as a sort of sister, she looked very pretty laying on her back with her hair spread out against the pillows and her hands resting on her stomach.

"Do you think a kiss will wake her?" asked Brainy.

"I don't know," said Superman honestly. Lightning Lad had told him that Saturn Girl could still hear things while she was in a healing trance. Did that mean she could feel things too?

Brainy squirmed in Superman's arms until the boy placed him on the ground. He walked over to the bed, crawled onto it next to Saturn Girl's head and kissed the corner of her mouth. He waited a moment and turned to Superman.

"It didn't work."

"Well, in the story it was her true love who kissed her," said Superman.

"So we need Lightning Lad to kiss her?" asked Brainy.

It was really hard for Superman not to laugh at the face he thought either Lightning Lad or Saturn Girl would make at Brainy's innocent suggestion.

"Maybe, but for now, it's time to sleep."

Nodding, Brainy moved to get off the bed.

Superman raised a hand to stop him.

"Where do you think you're going?"

"To sleep," said Brainy.

"Where?" asked Superman.

"The floor," said Brainy.

"Brainy, I'd make myself sit in the corner if I let you sleep on the floor," said Superman.

"Then where am I sleeping?" asked Brainy. "You're not going to make me go back my room, are you?"

"No, I said I wouldn't and I'm not," said Superman. "You're going to sleep next to Saturn Girl."

"But I can't do that," said Brainy.

"There's nothing wrong with it," said Superman. "When I was your age, I used to crawl into bed with my parents all the time."

"Really?" asked Brainy.

"Really," said Superman. "So, I think you've stayed up long enough."

Laying down next to Saturn Girl, Brainy didn't seem to know what to do with himself. He tried to lay on his back as she was, tried using Fuzzy as a barricade between them, and tried to lay on the edge of the bed before he curled up his side with his head slightly resting on her arm and Fuzzy just above his head.

After wrapping the blanket around Brainy, Superman turned to go.

"Thank you, Superman," said Brainy softly.

Superman turned back and smiled, saying, "You're welcome Brainy. Good night."

"Good night," said Brainy, closing his eyes.


	9. Chapter 9

5/21/08

I just realized I said it was the 1 month universary to the ending of Broken Gears when it's really been two. I really need to start paying more attention to these things.

The TOSoP Fanart contest now has five entries the latest from serebonga so this chapter is for her.

Since this story has 94 reviews at this moment I'm sure it'll be breaking the 100 marker with this chapter so I'm thinking of having another fanart contest for this story with a possible due date on July 13th. It'll have the same rules as the TOSoP contest so if anyone wants to get started now you know what to do. JUST REMEMBER that if you entered the TOSoP contest you can't enter this one if you win. If you want to do fanart anyway you will still get a chapter dedication and my undying love. X3

Is there anything else? ...Not that I can think of. Now watch, I'll think of something the moment I post and be all like, "CURSES!"

Chapter 9

When Superman got up in the morning, it was before anyone else. It was a habit he formed by growing up on a farm and it wasn't an easy one to break. Since there was nothing to do so early in the morning he usually stayed in his room until breakfast, unless it was his turn to cook.

Today he laid in bed, wondering what would happen if Saturn Girl didn't wake up soon. After last night he wouldn't be surprised if Brainy clung to her until she woke up but that could be days, even weeks.

Would Brainy insist on staying with her anyway, and turn against anyone who tried to tare him away? He still winced at remembering the fear that Brainy had become afraid of him again when he had picked the child up last night to put him back to bed.

Getting out of bed, Superman got dressed a little earlier then normal, remembering that Brainy usually woke up earlier then the others as well. He headed out and listened at Saturn Girl's door for a moment, making sure she hadn't woken up, before going in. He smiled at the sight that reached his eyes.

Saturn Girl must have moved out of a healing trance and into regular sleep for she had curled to her side, bringing her knees upwards and wrapped her arms loosely around the slumbering Brainy. Most of her hair flowing behind her, Brainy's blanket had fallen to the floor and the sheets she had been covered with had become tight around her torso, under her arms, and loose around her waist, almost looking like a dress.

Within Saturn Girls' arms, Brainy's position mirrored her but instead of holding onto her one of his arms laid across his stomach while the other laid upturned by his head, holding a lock of her hair.

They really did look like a mother and child. Saturn Girl's body and arms around Brainy so protectively and Brainy so innocently holding onto her hair and unconsciously mimicking her.

Backing back out of the room, Superman activated the communicator on his ring.

"Phantom Girl, are you awake?"

"No…" came a groggy voice from the other end. "Rip, maim, kill…"

"Sorry, but I thought you'd want this really cute Brainy moment on film," said Superman.

"Cute, Brainy, camera," mumbled Phantom Girl before the communication link was cut off.

Phantom Girl arrived in a few minutes, barley awake, but dressed with her camera.

"This better be cute."

Superman suggested to Saturn Girl's door and chuckled to himself when Phantom Girl phased herself in, followed by a really long 'aw'. He followed her the normal way, smiling as Phantom Girl enthusiastically took pictures.

"You're going to wake them up if you keep doing that."

Turning to face Superman, Phantom Girl's expression almost look horrified.

"But it's so cute! I can't miss any of it."

"Maybe you should have gotten a video camera then," said Superman and instantly regretted it with the smirk that formed on the girl's lips.

"Poor Timber Wolf isn't going to get any peace," commented a sleepy voice.

The two standing heroes turned their gazes towards the bed to see Saturn Girl sitting up and pulling the covers over Brainy.

Phantom Girl took a picture.

"Or Brainy by the looks of it," said Saturn Girl.

"How are you feeling?" asked Superman.

"Worried," said Saturn Girl, her fingers absently running through Brainy's hair. She ignored the flash of Phantom Girl's camera. "I heard everything that happened and, though I think they don't know Brainy's been shrunk, it still worries me about what they would want with him."

Next to her, Brainy stirred. He rubbed his eyes with his hand, opening them when the movement cause the hair he was still holding to brush against his face. Blinking he looked upwards and saw Saturn Girl gazing down at him. His entire face lighted up.

"Mommy!"

Brainy leaped up so fast it was possible that he had unconsciously used his flight ring to do so. He wrapped his arms around Saturn Girl's neck and kissed her cheek before resting against her.

"You're okay!"

"Who could possibly sleep when they have a cute little Brainy waiting for them?" asked Saturn Girl, hugging him and smiling broadly, trying to ignore the flash of Phantom Girl's camera.

Brainy's smile faded and he became worried as he pulled away.

"It's okay that I'm in here, isn't it? Superman said it was-" his eyes widened in horror, "please don't get mad at him! It's my fault, I'm sorry."

Saturn Girl smiled and kissed Brainy's forehead.

"I'm not mad, in fact I'm very happy to have you here."

"Really?" asked Brainy, peering up at her.

"Really," said Saturn Girl, hugging him. "Just like a teddy bear."

Confused, Brainy glanced over at Fuzzy.

"You have a teddy bear?"

"Yes, his name is Brainy and he's super cute and cuddly and I love him _so_ much," said Saturn Girl, giving Brainy a little squeeze when she said 'so'.

Brainy's face darkened with blush as another flash went through the room.

"How long do those batteries last?" asked Superman.

"Batteries?" asked Phantom Girl.

"21st centaury containers of energy that were used to power, mostly, small devices like cameras and music players, used mostly on Earth but similar containers were used on many worlds such as early Durla and Azarath," said Brainy, looking up at the girl.

The three older legionnaires looked at Brainy in wonder.

Looking back and forth at Phantom Girl and Superman, Brainy tightened his hold around Saturn Girl.

"What?"

"Brainy," began Phantom Girl, lowering her camera and watching the young boy carefully, "did your Caretakers ever tell you what your level of intelligence was?"

At first Brainy didn't look like he was going to answer. He twirled Saturn Girl's hair around his finger before reaching for Fuzzy and holding it to his chest. Finally he looked back up at Phantom Girl.

"Yes."

Superman and Phantom Girl exchanged looks with each other and Saturn Girl.

"Would you mind telling us what it is?" asked Superman.

"Twelfth," said Brainy, very softly and then buried his face in Saturn Girl's neck.

Brainy clung to Saturn Girl until Phantom Girl suggested they give Saturn Girl a minute to freshen up. After he slid to the floor, he took hold of Superman's cape and followed the older legionnaires out, glancing back at Saturn Girl until the door closed behind them.

"Hey Brainy, do you want to go to breakfast?" asked Phantom Girl, trying to sound excited.

"No," said Brainy, sitting on the ground in front of the door and keeping hold of Superman's cape.

Without glancing at Phantom Girl, Superman sat on the floor next to the little Coluan and patted his hair.

Curious, Brainy tore his eyes away from the door to look at Superman.

"Saturn Girl isn't going anywhere," said Superman.

"I know," said Brainy but his voice betrayed his uncertainty, returning his gaze to the door.

They stayed like that until Saturn Girl came out, at which time Brainy leaped to his feet and wrapped his arms around her leg.

"You didn't have to wait for me," said Saturn Girl, lifting Brainy up into her arms.

Not saying anything, Brainy leaned against her.

When they got to the kitchen the other legionnaires expressed very happy 'good morning's and Lightning Lad pulled out Saturn Girl's chair for her.

Saturn Girl was about to place Brainy in his chair when he very softly asked, "Can I sit on your lap, Mommy?"

The request surprised Saturn Girl, if only for the fact Brainy rarely ever asked for anything. The only time she could recall was when he asked if he could be excused from eating broccoli.

"Of course," said Saturn Girl, placing Brainy onto her lap as she sat in her chair, surprised again when Lightning Lad pushed it in for her and sat beside her.

Breakfast carried on as relatively normal, as far as their new view as normal was until breakfast was over. Usually at this point one of the legionnaires, usually Phantom Girl or Triplicate Girl, would offer to play a game with Brainy and he would go as long as he knew Saturn Girl was near by. Today, however, was different.

"Brainy, do you want to play with your blocks?" asked Triplicate Girl.

"No thank you," said Brainy, remaining where he was.

"Well, how about we read a story," began Phantom Girl, upon seeing Brainy's expression she quickly added, "Or Triplicate Girl and I can swing you again."

"No thank you," said Brainy.

"Brainy, why don't you wanna go play?" asked Saturn Girl.

"You don't like playing with blocks or when they swing me and when we read stories your don't do many of the voices," said Brainy simply, looking up at her.

Trying not to look too surprised, Saturn Girl patted Brainy's hair in what she hoped was a soothing manner.

"It's alright to play something without me and I don't mind when they swing you as long as they're careful."

Brainy looked away, uncertain. He petted Fuzzy's head for a moment before looking up at her again.

"I don't want to do anything without you."

Saturn Girl smiled as her eyes watered slightly.

"Brainy, I'm alright. You don't have to worry about doing everything with me."

Looking up at her for a moment longer, Brainy slid off her lap and headed out of the kitchen.

Phantom Girl and Triplicate Girl were quick to follow.

"I hope he isn't too mad at me," said Saturn Girl.

"He'll be fine," said Lightning Lad, waving the idea off before nervously smiling. "But maybe you should stay away from missions for a while?"

"Lightning Lad, you can't just put me on the sideline because I got hurt. You guys could need me on any given mission," protested Saturn Girl.

"That's true but we can't keep putting Brainy through this. He may not even fully understand what it is we do," commented Bouncing Boy.

"He sounds like he understands more then we give him credit for," commented Timber Wolf.

"What do you mean?" asked Bouncing Boy.

"When I was watching him last night he made a couple of observations I never would have expected a three year old to have noticed," said Timber Wolf. His expression looked embarrassed and annoyed as he looked away. "And he negotiated in a way no child would have, plus when I thought he was asking me why Saturn Girl got hurt, he already knew that we fought _bad people_."

"What did Brainy try to negoti-" began Lightning Lad but stopped at the yellow eyed glare he was receiving. He rolled his eyes and looked away. "Never mind."

"That's not all. Just this morning Brainy was explaining something like he would when he was normal," said Superman and then frowned at his own words. "His normal age, I mean."

"Phantom Girl asked Brainy if his Caretakers ever told him what his level intelligence was and he said it was twelfth level," said Saturn Girl, amazed.

"So he's already bragging about his twelfth level intelligence?" asked Lightning Lad, looking like he wanted to laugh.

"Quite the opposite, Lightning Lad," said Saturn Girl, disapprovingly.

"He almost seemed scared to tell us," said Superman.

"Why would he be scared of that?" asked Bouncing Boy.

"I bet it was his Caretakers," said Timber Wolf.

"Why? It seems like it's something those Caretakers would be real pleased about. Robots are not, they were programmed by Coluans after all," said Lightning Lad.

"That's exactly why I think they're to blame," said Timber Wolf. "Think about it, most Coluans are the type to take advantage of all opportunities and Brainy said once before that the Caretakers made him work on stuff. What if Brainy thought that once we knew about how smart he was we started treating him like they did?"

"He knows we would never do that and if he thought that, why didn't he lie?" asked Lighting Lad.

"This Brainy has only been with us a short while. Do you really think we can really undo the expectations that he has grown with his entire life so far?" asked Superman, looking down at his folded hands. "And when has Brainy ever lied?"

The kitchen fell silent.

--

"Do you wanna play with your blocks?" asked Phantom Girl.

Leaning against the foot of the couch, Brainy held Fuzzy on his lap, against his chest and shook his head.

"How about a game of tag or hide-and-go seek?" asked Triplicate Girl.

Repeating his earlier motion, Brainy looked away from the two girls and at nothing in particular.

Phantom Girl met Triplicate Girl gaze and suggested towards the blocks before turning back to Brainy.

"Okay, if you don't wanna play then we'll just build something ourselves."

"And it's going to be really fun," said Triplicate Girl.

The two girls exchanged glances again when Brainy didn't respond. They began to build something, purposely knocking down their creations every few blocks.

"Why isn't this working?" pouted Triplicate Girl.

"Maybe we need to make the base bigger," suggested Phantom Girl.

They continued like this a few minutes but when Brainy continued to not respond, they huddled together for a whispered conference.

"Why isn't this working?" asked Triplicate Girl, now worried.

"Saturn Girl made it look so easy," pouted Phantom Girl. "We need a new strategy."

"Maybe instead of making it look like we need help, maybe we just need to make it look like fun," suggested Triplicate Girl.

"Let's make something as big as possible," said Phantom Girl in her normal voice, returning to the blocks.

"How about a tower," suggested Triplicate Girl, excitedly.

"Great, lets start with the big blocks," announced Phantom Girl.

They continued with their plan, Triplicate Girl dividing herself and the four girls working on making the biggest tower possible with the amounts of blocks they had. After about a minute they began to really enjoy themselves.

When the tower was about as high as Brainy standing, he began to watch them though he made no effort to join them.

"We don't have many blocks left," commented Phantom Girl.

"Maybe we should get another set like this," said Orange Triplicate Girl.

"It might be nice to get a different kind," said Purple Triplicate Girl

"Didn't we have an alphabet one back home?" asked White Triplicate Girl.

"Yeah, but our alphabet is different then Colu's or any of Earth's alphabets," pointed out Purple Triplicate Girl.

"I don't think they have any Coluan ones at the-" began Phantom Girl.

She was cut off when Brainy came charging at them, knocking over the blocks.

All three Triplicate Girls shrieked.

The remaining legionnaires came into the room. They were about to ask what was wrong when they saw Brainy's forehead was bleeding.

"Brainy are you-" began Saturn Girl, rushing to the little Coluan.

When she tried to touch his forehead, Brainy pushed her hand away.

"I'm fine, Saturn Girl."


	10. Chapter 10

06/10/08

My muse for TOSoP is taking a break from me... My Muse for this just recently returned from her self-induced vacation because she thinks its time for some cuteness and I agree. Though I still love my drama. X3

Still only have eight entries for TOSoP and you all only have three days left to get your entries to me. And REMEMBER the due date for the UC contest is July 13th!

Special thanks to FunkyFish1991 for beta reading this for me. Hopefully there will be less mistakes besides the ones I was too lazy to rewrite. -laughs at self-

Chapter 10

Saturn Girl stared, her hand hovering where it had been smacked away. Slowly she brought it back to herself.

Looking away from her, Brainy picked up Fuzzy and ran from the room.

Not waiting to find out what happened, Superman went after Brainy.

"Are you okay, Saturn Girl?" asked Lightning Lad, placing a hand on her shoulder.

"He's so angry," said Saturn Girl softly. "But sad, so sad." She sniffled. "What have I done?"

As tears welled up in Saturn Girl's eyes, Lightning Lad wrapped his arms around her and eased her face onto his shoulder.

--

Superman easily caught up with the little boy in the hallway outside the lounge and quickly blocked his path.

"Where are you running off to?"

"My room," sniffled Brainy.

"No, _we're_ going to the medical bay," said Superman, lifting Brainy up into his arms and heading in said direction. "Would you like to tell me what happened?"

Clutching Fuzz, Brainy shook his head.

"How about why you're mad at Saturn Girl?" asked Superman.

"You lied," said Brainy.

This surprised Superman so much he stopped in mid-step and actually floating down the hall instead.

"When?"

"You said Saturn Girl wanted me all to herself but she couldn't wait to get rid of me," said Brainy, giving Superman the best glare his watery eyes could muster.

Gently rubbing away the would-be tears, Superman smiled at the child.

"She wasn't trying to get rid of you Brainy. She just wants you to be happy."

"I'm happy with her," pouted Brainy.

This seemed like a contradiction with the way Brainy behaved earlier, so Superman asked why Brainy had pushed Saturn Girl's hand away.

"If she doesn't want to be my mommy, I'm not going to force her," said Brainy with a determined sadness.

"Brainy, you misunderstood. She likes being your mommy," said Superman.

"That's what I had thought…" said Brainy, leaning against Superman.

Not sure of how to convince the child otherwise, Superman entered the medical bay and set the child on one of the beds as he got stuff to clean his cut. He was surprised when he wiped the blood away that the cut was gone.

"I heal quickly," explained Brainy.

_Physically at least_, thought Superman.

"They were talking about Colu," said Brainy.

Superman blinked., "huh?"

"Phantom Girl and Triplicate Girl were talking about Colu," clarified Brainy.

"Is that why you got mad?" asked Superman.

Petting Fuzzy, Brainy nodded.

Pushing back the anger that threatened to fill him at how Brainy had been treated by his own world, Superman brushed back Brainy's hair and looked him in the eye.

"I know you don't like your home world-"

"That place was never my home," cut in Brainy. "I like Earth much better, I want it to be my home world!"

Despite himself, Superman smiled. Earth had become home to many aliens like himself and Brainy. He couldn't imagine a better place for Brainy to have a second childhood, or at least part of one.

"Even though I'm from a different place Earth is my home too."

At this Brainy said nothing. He almost seemed to retreat by burying his face into Fuzzy's fur.

Patting Brainy on the head, Superman waited for Brainy to look up at him again before speaking.

"But Brainy, what I'm trying to say is that even though you don't like Colu you shouldn't get mad when people talk about it. They're not doing it to hurt your feelings and I think you gave Triplicate Girl and Phantom Girl quite a scare. I think you should apologize."

"I'm sorry," said Brainy.

"I meant you should apologize to the girls," said Superman.

"I'm still sorry," said Brainy softly.

There was a knock and Bouncing Boy came in.

"Everything okay in here?"

Not giving anyone the chance to answer, three Triplicate Girls rushed past their leader and practically attacked Brainy in a fierce hug.

"Are you okay, sweetie?" asked White Triplicate Girl.

"The cut seems to be gone," said Purple Triplicate Girl before kissing the place where the cut had been.

"You had us worried," said Orange Triplicate Girl.

"I'm okay," said Brainy, looking unsure of what to do with all the attention, clinging to Fuzzy as the girls hugged him. "I'm sorry I knocked over the blocks and scared you and Phantom Girl."

The three girls looked at each other, clearly having forgotten about the blocks after seeing Brainy had been hurt.

"Guys, you're going to squish him," commented Lightning Lad, walking in.

Grinning the girls merged back into one person, gathering Brainy onto her lap and continued to hug him.

Lightning Lad rolled his eyes before looking to the little Coluan.

"Hey Brainy, what's something the Caretakers never allowed you to do?"

The question took everyone in the room by surprise.

Unsure what to make of it, Brainy fiddled with Fuzzy's ears. He glanced up at Triplicate Girl before he looked up at Superman.

Feeling as though Brainy was looking for some sort of sign that it was alright to answer, Superman nodded.

His gaze falling back to Fuzzy, Brainy continued to fiddle with the bear's ears, chewing on his lower lip. After a moment, he looked up at Lightning Lad.

"Go outside."

The answer caused worst shock then the question.

"You've never been outside?" asked Bouncing Boy.

As the child shook his head the Legionnaires realized this was true even during the time Brainy had been shrunk. No one had ever taken Brainy outside, they had all been too busy arranging for Legion tryouts, going on their mission and working on a way to get Brainy back to normal. There weren't any windows in most of the headquarters' rooms and Brainy was too small to see out the one in his room. It was possible he didn't even know what the outside world looked like.

"But, if you've never been outside, how did you play with other children your age?" asked Triplicate Girl, almost hesitantly.

"I've never been around anyone my age before," commented Brainy.

"That tares it," exclaimed Lightning Lad, making Bouncing Boy jump at his loudness since he had been standing right next to him. "We are going to the park! Everyone change into some normal clothes and meet in the lounge."

Without waiting for confirmation, Lightning Lad stormed out of the room.

Bouncing Boy chuckled as he headed out of the room.

"I'll go let the others know."

Brows furrowed, Brainy looked up at Triplicate Girl.

"What's a park? And what does Lightning Lad mean by normal clothes?"

At this, Triplicate smiled, gathering Brainy in her arms as she stood.

"A park is a fun place to play outside and I'll show you some normal clothes. I hope the outfits I bought fit."

As Triplicate Girl rushed out of the room, Superman couldn't recall when she would had gotten such outfits, but he supposed it was hard to keep track of three of her while shopping. He had a hard enough time keeping track of his Ma at the flea market.

The Legionnaires met up in the lounge, all wearing normal clothes like Lightning Lad had instructed. Clark put his clothes form his time over his Superman suit and donned his glasses. The others wore varied styles; Bouncing Boy wore black pants and a blue T-shirt advertising one of his favorite movies, keeping on his usual goggles. Saturn Girl wore pink pants with a white T-shirt printed with a rose where her Saturn emblem usually was. Lightning Lad changed to regular jeans and a blue T-shirt with a lightning bolt on his sleeve. Phantom Girl wore torn up black pants with a gray tan top with a fake belt buckle over her heart. Timber Wolf also wore black pants but had an orange long sleeved shirt.

"You're going to be warm," teased Phantom Girl, elbowing Timber Wolf's side.

"It's no different from my uniform," grumbled Timber Wolf.

Coming in last with Brainy, Triplicate Girl changed into white pants with an orange tan top printed with a purple butterfly. She seemed to be trying hard not to giggle from happiness with Brainy dressed in blue jeans and a purple T-shirt with a simple white and red rocket on the front.

"Aw Brainy, you look so cute," squealed Phantom Girl, quickly taking a picture.

As he always did when he was complimented, Brainy blushed. He glanced up at Saturn Girl but quickly looked away and squeezed Fuzzy against him.

Clark wondered if there was a way to show Brainy that Saturn Girl hadn't been trying to push him away since telling him hadn't seemed to work.

"Okay, let's head out," said Bouncing Boy.

It was then Clark noticed that Saturn Girl was bringing a small side bag with her, too big to be a purse. It kind of looked like what his Ma used to carry around when he was young, filled with snacks and juice boxes for him and he smiled, thinking that Saturn Girl would be able to prove Brainy's affection for him on her own.

At the door, Brainy hesitated to follow to others out. He stood just before the open door, staring at the step he would have to take to go outside, clutching Fuzzy tightly against him.

"You okay?" asked Timber Wolf.

Shaking his head Brainy took a step back.

"Hey, it's okay," said Lightning Lad. "No one's gonna get mad at you or anything." He extended his hand out to him. "We're here."

Looking back and forth between the offered hand and the older boy, Brainy glanced back inside the headquarters before taking hold of the hand. Slowly, staring downwards, he shuffled his feet forward until he was in the doorway. He looked back up at Lightning Lad.

"It's okay, take your time," said Lightning Lad.

Chewing his lower lip, Brainy looked at the distance left between himself and being completely outside. He took a step back again before crouching slightly, clutching his eyes shut and jumping forward. He stayed in his landing position a moment, before peeking out to see what was around him. Slowly opening his eyes the rest of the way, he looked around as if expecting something to happen. When it didn't, he smiled and more confidently walked away from the door.

The Legion walked to park, leaving headquarters under COMPUTO's supervision. Throughout the way there, Brainy would tug on Lightning Lad's hand and ask what something was. It was amazing that with Brainy's 12th level intelligence he could explain something very difficult for most people with ease but had no idea what something as simple as a tree or flower was.

When they arrived they saw about a dozen kids running around the park's play sets, slides and swings from a little younger then Brainy to about ten with most of their parents sitting at the picnic tables off to the side.

"See anything you want to do?" Lightning Lad asked Brainy.

"No," said Brainy softly, hiding behind Lightning Lad's leg as if expecting the play set to jump out and bite him.

"Well, I wanna go down the slide but I don't like going by myself," said Triplicate Girl. "Would you go down with me?"

Peering up at her Brainy asked, "What's a slide?"

"The red one over there," said Triplicate Girl, pointing it out to him.

Brainy looked at it with the analytical look he usually used when inventing something or contemplating how to fix someone else's mistake. He looked back up at the girl with a gulp.

"If you want me too."

"Thank you, Brainy," said Triplicate Girl, taking over holding his hand from Lightning Lad and leading him over to the slide.

"I'm definitely going to want a picture of this," said Phantom Girl, readying her camera as the climbed the steps.

"Why?" asked Timber Wolf.

"Well, I screamed the first time I went down a slide," started Phantom Girl.

Not listening to the rest, Saturn Girl ran after the two about to go down the slide.

"But I liked it," ended Phantom Girl, grinning.

With Brainy in her lap, Triplicate Girl scooted them to the edge until they began to slide down; the entire time Brainy's eyes were very wide.

The moment they reached the bottom, Saturn Girl lifted Brainy into her arms.

"Are you okay? Was it too scary? Do you need a break?"

Tilting his head back and forth as if dizzy, Brainy turned to Triplicate Girl.

"I can see why you don't like going down alone."

Triplicate Girl giggled but stopped at Saturn Girl's dirty look.

Hesitantly, Brainy looked up at Saturn Girl and asked, "Is it okay if we go again?"

This surprised Saturn Girl but she smiled.

"You can go as many times as you want until we have to go."

Slowly, Brainy smiled back and Saturn Girl placed him back on the ground. He tugged on Triplicate Girl's hand and they went back up the slide ladder.

Over the course of an hour Brainy expanded to other parts of the playground. He went on the swings with Phantom Girl, climbed the jungle gym with Timber Wolf, crossed the monkey bars with help with Lightning Lad, with Saturn Girl guarding Fuzzy for him, later doing the seesaw with her and swung on the merry go round with Bouncing Boy spinning it around before sitting on the tire swing with Clark.

While they were on the tire swing two little girls Brainy's age, one with long dark brown hair and the other with short blonde hair, sprinted up to them.

"Can we swing with you?" asked the brown haired girl.

"Sure," said Clark, stopping the swing so they could get on, soon joined by a set of twin boys. This made it so Clark could no longer get back on the swing but he didn't mind just pushing them and it gave Brainy a chance to talk to some kids his own age.

"I'm Abi, what's your name," asked the brown haired girl.

"Everyone calls me Brainy," replied Brainy, slightly confusing Clark.

Abi began talking about many random things, occasionally eliciting giggles from the blonde girl and the twin boys would crack jokes of their own.

"Let's play in the sand," announced one of the boys.

"Off please," called the blonde girl.

The children climbed off the tire swing and Brainy, fully expecting to go back to playing with the legionnaires was surprised when Abi grabbed his hand and drag him along with her to the sand portion of the playground.

The boys ran to their mother, fetching a couple of sand buckets and shovels, having enough for everyone to play with one.

"What's your bear's name?" asked the blonde girl.

"Fuzzy like the story," said Brainy.

"What story?" asked Abi.

Brainy recited the Fuzzy Wuzzy poem, making all the children giggle.

"I've never heard that before," said one of the twins.

"Neither have I," said the other twin.

"Of course you haven't," exclaimed the first twin. "If I haven't heard it, where would you have heard it?"

"I know more things then you," declared the second twin.

There was a screech and one of the mothers ran up to the children, snatching up Abi and glaring at Brainy.

"Stay away from my daughter, you foul Coluan!"


	11. Chapter 11

06/11/08

For some reason the corrections from FunkyFish1991 didn't go through for chapter 10 but I made sure they did for this chapter so Special thanks to FunyFish1991 for making me seem a little less stupid. X3

TOSoP Contest ends in two days, still only have eight entries. UC Contest due date is July13th. Good luck everyone!

Chapter 11

Looking up at the woman, Brainy's eyes were very wide - bigger then when he had first gone down the slide - and he was blinking rapidly.

"Who are you calling 'foul', you wretched, old hag!?" demanded Phantom Girl, storming up to the woman with he fists clenches at her sides.

Off behind her, Lightning Lad had closed his eyes and pressed his fingers together in what looked like a meditating pose. He kept whispering to himself;

"No matter how much I want to, I cannot hit a woman, I _cannot_ hit a woman."

Beside him, Bouncing Boy was glaring as Timber Wolf bared his teeth. Triplicate Girl was literally struggling to restrain herself from attacking the woman, while Clark was frozen; unable to believe his ears.

"Why you little-" began the woman but stopped when Saturn Girl came up beside Phantom Girl and placed a hand on the other girl's shoulder.

"Now Phantom Girl, we shouldn't fight in front of the children, we need to set an example for them," said Saturn Girl, smiling and speaking calmly as Phantom Girl continued to tremble.

The children, who had been playing with Brainy, were staring up at them in confused curiosity. Meanwhile the woman's daughter, Abi, was struggling to get down from her mother's hold, whining that she wanted to play with Brainy and the others.

Standing, Brainy rushed to Saturn Girl and clasped onto her leg.

After removing her hand from Phantom Girl's shoulder and placing it on top of Brainy's head, Saturn Girl turned to the woman with the same pleasant smile and clam voice she had used on Phantom Girl.

"Of course, if there weren't any children around I'd slap you for treating my darling Brainy in such a way."

At this the woman's eyes widened. She looked down at Brainy a moment before her eyes narrowed in on Saturn Girl.

"Why, you're just a little slut."

Eyes snapping open, Lightning Lad's entire being just seem to crackle with energy as his face darkened. He swung around - only to be tackled to the ground by both Bouncing Boy and Timber Wolf.

Phantom Girl grinned and clapped her hands.

"Children look," she pointed up at the sky, "a pink elephant!"

As the children looked away, Phantom Girl quickly phased Abi out of the woman's hold and smacked the woman sharply across the face. Gently putting the little girl on the ground, she gave her a warm smile.

"You just ignore your mommy and be friends with whoever you want, okay?"

"Okay," agreed Abi brightly.

The woman grabbed her daughter and forced her to stand behind her, her free hand clutching her slowly reddening cheek.

"Why you- I'll have you arrested!"

"Go ahead and try it," said Phantom Girl dangerously. "The law states we have the right to defend ourselves, 'whether verbally or physically' and 'as long as the physical is only a minor altercation'. I'd need to draw _blood_ before the Science Police would even _consider_ wasting their time on coming down here to hear you whine you b-"

"Phantom Girl," warned Saturn Girl.

"You female dog," finished Phantom Girl.

The woman looked like she was going to argue, but other parents had gathered around.

"Really now, that's enough," scolded one of the mothers, suggesting for the twins to gather up their things.

"If you have a problem with aliens you should take your daughter to one of those human-only communities," said a father, patting the blonde girl's head.

"Don't disturb our peace with your arrogance," said another mother.

The rest of the parents muttered their agreements.

Clenching her teeth, the woman grabbed Abi's hand and began to drag her away.

Turning as they walked, Abi waved.

"Bye, bye, Brainy. Bye everyone; I'll come back with Daddy next time."

The children waved; Brainy a bit weakly.

"The nerve of that woman," scoffed the mother of the twins as she dusted the front of one of her children.

"I've been wanting to smack her for weeks but couldn't gather the nerve," said another mother, shaking her head in disappointment as she gave Phantom Girl a despairingly approving look.

"Hopefully the father is a little more open minded," said a father.

"Well, if he doesn't we'll just send in the girl with the good right hook," laughed the father of the blonde girl, shaking Phantom Girl's hand.

Blushing, Phantom Girl laughed almost nervously as she shook the man's hand.

"Would you all like to join us for some lunch?" asked the mother of the twins. "I always pack enough to feed an army because we tend to stay out here all day."

"What do you say, Brainy?" asked Saturn Girl, looking down at the boy wrapped around her leg.

"I wanna go home," sniffled Brainy.

Eyes softening, Saturn Girl stroked Brainy's hair warmly before turning back to the twin's mother.

"Thank you, but perhaps another time?"

The twins whined and the blonde girl almost looked ready to cry, but Brainy ignored them, clinging onto Saturn Girl's leg and holding Fuzzy tightly against him.

Since Brainy didn't seem ready to let go, Saturn Girl lifted him up into her arms, half smiling when he wrapped his arms around her neck.

By the time she, Brainy and Phantom Girl rejoined the others Triplicate Girl had calmed and went back to being one person and Lightning Lad had talked Bouncing Boy and Timber Wolf into releasing him.

Clark had difficulty meeting Brainy's eye.

"I'm sorry for lying again."

"You hadn't meant to," commented Brainy, somewhat imperiously. "You were just talking about the Legion anyway and she's definitely not Legion material."

"Most definitely not," agreed Triplicate Girl with a grin.

"Hey Brainy, ready to go to the next place?" asked Lightning Lad.

"I wanna go home," said Brainy.

"Come on just one more place, I _promise_ you'll like it," said Lightning Lad, smiling broadly. "And if you're still not interested when we get there we can go straight home, okay?"

"Why don't you just tell me what it is now?" asked Brainy, frowning.

"But that would ruin the sur-" began Lightning Lad but immediately stopped when he realized he was about to say that Forbidden Word. "That is to say… you won't be as s-astonished if I tell you now. It's something you have to see."

Mulling it over, Brainy absently played with a strain of Saturn Girl's hair.

"Okay…"

"Great," said Lightning Lad grinning brighter then before. He noticed the bag Saturn Girl was still carrying along with Brainy and held out a hand. "I'll carry that, Imra."

Thanking him, Saturn Girl handed over the bag; surprised when Brainy tapped her shoulder.

"Imra?"

"Imra Ardeen is my birth name," she explained.

"That's right, we only told you our codenames," gasped Phantom Girl. She grinned and shook Brainy's little hand. "I'm Tinya Wazzo."

"Luornu Durgo," said Triplicate Girl, gently bumping Tinya aside so she could do the same.

"Chuck Taine," said Bouncing Boy.

"Brin Londo," said Timber Wolf.

"Garth Ranzz," said Lightning Lad.

"Clark Kent," said Clark.

At the last introduction, Brainy physically jumped, staring at Clark as if he didn't believe it.

"Brainy, are you alright?" asked Imra.

"Uh-huh," said Brainy, tightening his hold around Imra.

The reaction worried Clark and he hoped this didn't mean Brainy was going to start being afraid of him again.

Since Lightning Lad's intended destination was further away than walking would allow, the group flew, allowing him to lead them there.

When they first said they would be flying, Brainy had looked confused.

"Superman can't fly us _all_ there."

Clark half wondered what Brainy had against his civillian name.

"We can all fly," said Chuck, floating upwards to show him.

Looking up at the sky, Brainy frowned but didn't say anything. He only made sure Fuzzy was secure against him and tucked his face into Imra's neck.

Shortly after they took off into the air, Imra suggested that Brainy might want to take a look around.

At first Brainy just shook his head but after another minute or two, he glanced over his shoulder. After another two minutes he took a better look and stared for a long time before smiling.

"This is amazing. Do you think I can fly one day?"

"I'd feel better if you waited until you were older," said Imra.

"'Kay," said Brainy almost absently, experimentally reaching out his hand to feel the wind race through his fingers.

They landed shortly after in front of a white gate.

Looking at the sign over the arch, Brainy read out loud, "'Metropolis Zoo.' Is Metropolis the city we're in? What's a zoo?"

"Metropolis is the city and a zoo is a place where they keep animals from all over the universe," explained Garth.

This seemed to pique Brainy's interest.

"From all over the universe?"

Nodding, Garth tried not to look too eager.

"Yep, they have animals from every continent on Earth and other planets like my home world Winath." His grin widened. "And even a couple from another plain of existence."

Opening his mouth, Brainy silently gasped, "Can we see them?"

"That's what we're here for!" announced Garth, going to the counter to pay for their tickets.

When they entered the zoo Brainy asked to be let down and ran up to the zoo's map to see what they had to offer.

"Wow! I don't what those are, or what those look like. Oh, I've heard of those but I've never seen them."

Garth chuckled at Brainy's excitement and ruffled the boy's hair.

"What do you want to see first?"

Quickly scanning the rest of the map, Brainy grinned up at the older boy.

"Since we're on Earth can we see the Earth animals first?"

"Whatever you want," agreed Garth.

This made Brainy's smile widen and he began to lead the group in the right direction, saying that he had memorized the map.

"Stay close to us Brainy," Imra called after him.

Stopping, Brainy waited for them to catch up before taking hold of Imra's hand, not seeming to notice her wide smile when he had done so.

The first part of the Earth section were the land animals of which Brainy was instantly fascinated by and had lots of questions about. They showed Brainy where there was a plaque of the name of the animal and information about it, of which Brainy happily read out loud for the rest of the group.

After a while Brainy became too excited to keep holding Imra's hand, but remembered to stay close as he rushed around the containment domes.

"Superman," gasped Brainy, pulling on the leg of Clark's pants. "Look, real life Fuzzys!"

Looking to where Brainy was pointing with his hand that was holding Fuzzy, Clark smiled at the sight of the bear dome.

Brainy spent more time looking at the bears then any of the previous animals, even posing with Fuzzy for a picture at Tinya's request.

Next were the birds, of which Brainy seemed to like the really big ones, except for the vulture. When the vulture had turned to look in their direction, he ran and hid behind Brin's legs.

In the Reptile House, Garth scared Luornu by hissing in her ear, making her split into three and run out screaming.

Of course he denied ever having done such a thing.

The Aquarium fascinated Brainy because there were so many different species in one tank but with the information on them scattered around it, he relied on the information provided by the older Legionnaires. He would try to point one out, sometimes having to clarify several times until they could see what he was talking about and asked about them. It was mostly Clark who knew any of the things Brainy asked, but he had been taken back when he saw a shark in with the other fish.

"They sure have changed things from the last time I went to one of these…"

Next they headed towards the section with animals from other planets. But after a while Brainy blushed when his stomach growled.

"I think we should break for some food," said Imra gently. "I brought some snacks with me - or do you think we should go to one of the food stands?"

"Definitely a food stand," said Garth. "We gotta get Brainy some strawberry cotton candy."

"Strawberry?" asked Brainy, recognizing the name of the flavor from his milkshake a few days ago.

"Not until after some regular food," insisted Imra.

They went to the food stands and divided up to get what they wanted for lunch but besides cheeseburgers Brainy didn't know what most of the food was.

"Does anything sound good that you want to try?" asked Imra.

"Do they really eat _monkey tails_?" asked Brainy, his voice quivering.

"Oh, no Brainy, that's just a funny name for frozen bananas covered in a dipped flavor," said Imra gently, realizing that the names could easily confuse a child who hadn't grown up around these things. She remembered that she had nearly fainted when she was first asked if she wanted a 'hot dog'. So avoid scaring the child further she quickly explained what everything was.

"Nachos might be good to try," mused Garth.

"That's a junk food, I want him to have something of substance," said Imra.

"Oh come on, let him live a little," said Garth.

"I don't want him getting sick," protested Imra.

"It's cheese and chips, how can he get sick off that? It's not like we're going on a roller coaster after this," argued Garth.

"Yes, but we'll be flying later and he's not used to that," said Imra.

"Everything will probably be digested by then," said Garth.

"Don't be gross, Garth," frowned Imra.

"What? It's like I said he was gonna take a-" started Garth, cut off from Imra blushed and covered his mouth.

"You're acting like a married couple agaaain," taunted Tinya from the table she and the other Legionnaires had claimed, it being big enough for all of them.

Triplicate Girl divided herself again with Purple sitting down with her remaining two counterparts standing behind her.

"Imra and Garth-" Purple Triplicate Girl started to sing.

"-sitting in a tree. K-I-S-S-I-N-G," White and Orange Triplicate Girl joined in.

"Be quiet," shouted both teens, Garth's voice a bit muffled by Imra's hands, both blushing furiously and glaring at the girls.

Brainy gazed up at the blushing pair, looking both confused and curious at the same time.

In the end Garth wore Imra down into letting Brainy try nachos, which he seemed to enjoy but was somewhat messy in eating them. He would dip the nacho too far into the cheese and get the cheese on his fingers and later all over his mouth because there was just too much _stuff _on each chip.

"I can't believe I let you talk me into this _and_ cotton candy; he's going to be so sticky!" fretted Imra, trying to wipe of Brainy's face with a napkin.

"Next is a roll in the mud," said Garth with a conspiratorial grin at Chuck.

That earned him a smack upside the head.


	12. Chapter 12

06/20/08

Hello everyone. The TOSoP fanart contest due date has past and I posted a collage of it at Da, LJ and facebook (links on my profile) for voting which ends 7/03. Just a reminder that the UC and MP fanart contests due dates are both on 7/13 but I'm willing to extend the deadlines if someone would like more time, just give me a week's heads up if you can.

I would like to dedicate this chapter to darkj3 for drawing me lots of pics for TOSoP -hugs- and FunkyFish1991 for beta reading this for me.

Lastly, I would like to wish XxmostlyhumanxX/RabidFangirl a Happy Birthday and hope she enjoys this chapter that I rushed to finish for her.

Chapter 12

After lunch they continued on their way to the animals from different planets enclosures, but none of the fascinated Brainy more then Comet and Cupid.

"What _are_ they?" asked Brainy, trying to peer down into the dome at the strange reptile like creatures.

"No one really knows," began Imra.

"They're the ones from another plain of existence I told you about," said Garth.

"So no one knows anything about them?" Brainy's eyes were wide, but not in fear; in astonishment.

"Well, no one we can talk to anyway," Luornu commented, looking relieved.

Staring into the dome for a moment in silence, Brainy gazed up at Imra, blinking slowly and shuffling his feet before asking, "Can I study them?"

The faces of the older legionnaires went pale, except Timber Wolf's whose ears went back as he narrowed his eyes at the creatures in the dome, almost growling.

Imra knelt down to Brainy's level.

"Brainy, even if you were all grown up I wouldn't want you near those things. They're very naughty and like to break things. Even Clark had a hard time handling them when they first came to Earth."

The Titan looked up imploringly at Clark as the Coluan did the same with a curious gaze.

"Oh, yes," said Clark quickly. His mind raced for something to say, glancing in at Drax's beasts. "They, er… bite!"

Behind Brainy, Garth's forehead fell into the palm of his hand and Tinya looked like she was burying her face in Brin's shoulder in an attempt to keep herself from laughing; though if that was her purpose he didn't see how Tinya playing with Brin's fur helped matters any.

Brainy watched Clark a moment longer before turning to look back at Comet and Cupid who had began to wrestle each other. He nodded softly. "They do have big teeth."

"Hey, who wants to see lightning beasts?" asked Luornu quickly.

"_**Never again**_!" exclaimed Garth looking torn between anger and fear.

Luckily this took Brainy's attention away from Comet and Cupid before he could read the plaque, for as they were leaving Clark noticed they had pictures of the Legion on it- as they were the ones who donated the beasts. He wasn't sure how they would explain an image of an older Brainiac Five to the child.

Even after the moment had passed Tinya didn't pull away from Brin. She walked very close to him for a while before looping her arm with his.

Brin, for his part, showed absolutely no signs of annoyance.

The other animals Brainy knew a lot about without having to read the plaques. Apparently his Caretakers taught him about other planets but, for the most part, neglected Earth. However, despite his previous knowledge on them, Brainy was extremely excited to see live versions of the diagrams he has been shown back on Colu and was able to tell the Legionnaires more about the animals then what was written on the plaques; often making people outside their group pause to listen to him.

An elderly woman passing with her husband asked, smiling widely, why they couldn't have gotten such a cute tour guide.

When they came to a crowded area with a tour group it became hard for Brainy to keep up with the others and see into the domes.

Garth was the first to notice Brainy's struggle and promptly lifted the little boy onto his shoulders, holding onto each of his legs with his hands.

Taken back by the change of scenery and altitude, Brainy looked around himself with a mixture of curiosity and apprehension. Holding onto Garth's hands over his legs, he soon became comfortable with the idea that he wouldn't fall if didn't he keep constant attention to the way he was sitting. He become a little more relaxed, and looked into the dome, beginning to enjoy himself as much as he had when he was on the ground.

Since Garth was now carrying Brainy, Imra took back her bag of drinks and snacks that she had brought along and smoothed the strap back onto her shoulder.

It was about an hour later that Brainy began to yawn, rub his eyes and, eventually, lean his head on top of Garth's.

"I think it's time to go," said Imra softly.

Hearing this, Brainy sat up and tried to look alert but yawned again.

"Do we have to?"

"We can come back another time," Imra handed the bag to Clark and lifted Brainy off Garth's shoulders.

Brainy closed his eyes and snuggled against her shoulder, saying, "Okay mommy."

Smiling, Imra held Brainy a little tighter and quickly wiped away the moisture from her eyes before the tears could fully form.

Wrapping his arm around her shoulder, Garth smiled too, gazing down at Brainy.

Tinya took a picture without a flash so they wouldn't notice.

"Aw, such a cute family," commented a woman working at one of the booths.

Blushing, Imra and Garth looked at each other and then looked away but they didn't separate.

Brainy woke up a little during the flight back to headquarters but stayed leaned back against Imra as he watched the clouds go by and was completely asleep again by the time they were walking into the lounge.

"I'm going to put him in bed until a little before dinner," whispered Imra, floating instead of walking to make as little noise as possible.

Coming into the lounge from the other side, Cosmic Boy was followed by Dream Girl, Shrinking Violet and Colossal Boy. He instantly folded his arms and demanded loudly; "Where have you guys been?"

In Imra's arms, Brainy stirred.

"Cos, chill," said Garth, motioning for silence.

"I will not _chill_! You leave headquarters empty, you're all out of uniform and you called a Legion tryouts much too early in the year. What's going on?!"

"Cos, shut up," snapped Garth.

But it was to late. Brainy woke up with a whimper and looked around. Seeing the unfamiliar people he sat up in Imra's arms and rubbed his eyes, asking, "Who are you?"

Turning sharply, Cosmic Boy noticed Brainy for the first time and his jaw completely dropped.

"Awww, so cute," squealed Dream Girl, rushing over to Imra.

"Brainy's so little," giggled Shrinking Violet with a snort as she followed.

Brainy's eyes widened at their approach and clung to Imra, burying his face in her shoulder.

"Aw, don't be scared little Brainy, I'm Dream Girl," the Legionnaire said calmly, standing a few steps away so the boy could get used to her.

Slowly turning, Brainy gazed up at her but didn't say anything.

"And I'm Shrinking Violet," the other girl grinned using her power to make herself smaller then Fuzzy and flying onto Imra's arm so Brainy could see her. "But you can call me Vi."

Gasping, Brainy started at the girl who had went from as big as the older Legionnaires to smaller then him. He tried to think of a way to explain it.

"Are you a fairy?"

Dream Girl giggled, trying to hide it behind her hand.

Vi just smiled.

"I'm from the planet Imsk, but you can think of me as a fairy if you want."

Floating up, Vi placed a little kiss on the end of Brainy's nose.

Blushing, Brainy covered his nose.

"_What the hell happened_?" bellowed Cosmic Boy, apparently recovering from his former shock.

Jumping, Brainy leaped further into Imra's arms and clung to her neck.

"Cosmic Boy, don't you dare swear or yell in front on Brainy again," scolded Imra, glaring at their first leader as she rubbed Brainy's back. "You hear me?"

Garth was doing a bad job at trying not to snicker at the wide eyed, gasping fish impression of Cosmic Boy before the first leader quickly nodded in a way that looked as though it would really hurt his neck.

Still glaring at Cosmic Boy, Imra spoke to Brainy, "It's alright Brainy, you can ignore the _mean man_. Let's go read a story and finish a nap before dinner."

Sniffing, Brainy glanced at the gaping boy before looking up at Imra and nodded.

Turning her nose up at Cosmic Boy's attempt to speak, Imra carried Brainy out of the room.

Shrinking Violet waved good bye to the little boy, and jumped off Imra's arm, growing back to her full size as the door shut behind him. She took one look at Cosmic Boy's expression and giggle snorted.

Colossal Boy, also failing at his attempt not to snicker, patted Cosmic Boy's back, a little too roughly because he ended up pushing him forward a little..

"Sorry C.B.1 but you should have known better then to yell in front of a kid. Don't you have a younger brother?"

Pushing the taller boy's hand away, Cosmic Boy scowled and turned back to Garth, clenching his teeth.

"What. Happened?"

Getting a few last chuckles out of the way Garth, with help from the other Legionnaires that had been there, explained about Alexis sneaking into headquarters and the gas she released. They told how Brin had first found Brainy under his desk in his lab.

Tinya couldn't help but mention how Brainy had thought that Brin was going to eat him, and Garth's dim lightning bulb moment of scaring the newly shrunken boy; which made both Brin and Garth scowl and Cosmic Boy smirk.

Luornu further explained how Imra had gotten Brainy to come out of hiding and the boy's attachment to her. Together the group went through some of the major events of what happened since then, leaving out Brainy's earlier fear of Superman and what happened at the park.

"And that's why we're holding Legion auditions. We're hoping to find a scientist to change Brainy back to normal," finished Chuck.

"So Brainy has no idea that he's really older?" asked Colossal Boy.

This was confirmed.

"That's going to get you in trouble," said Dream Girl, but they couldn't tell if it was an casual observation or one of her predictions; they really didn't want to ask.

"So how come you guys came here?" asked Clark.

"Well, Dream Girl and I were working together with R.J. Brande when we got the Legion auditions alert. I wanted to check it out and I was just going to call you guys but Brande said we could go anyway since negotiations were done. And since Dream Girl was going, Shrinking Violet wanted to come and then Colossal Boy agreed. So here we are," replied Cosmic Boy. He scratched his chin, thoughtfully as he gazed up at the ceiling. "If Imra is Brainy's mom, who is the dad?"

"Clark."

"Garth."

"Brin is the family puppy!"

"TINYA!"

After Brainy woke up from his nap and had been escorted to the dining room by Imra, Cosmic Boy moved across the room. He immediately approached the young Coluan, who squeaked when he saw the older boy and ducked behind Imra's legs.

"Hey, Brainy, I'm sorry for yelling earlier- you just took me by surprise," Cosmic Boy kneeled to Brainy's level in an attempt to look him in the eye.

Peeking out at him, Brainy observed the boy's expression for a while before going back into hiding.

"Brainy, Cosmic Boy apologized, aren't you going to say anything?" asked Imra.

Not moving from his hiding place, Brainy shook his head.

"Come on, can't we be friends?" Cosmic Boy smiled his winning Star Athlete Smile.

Apparently immune, Brainy looked around and spotted the others at the table. He gave Cosmic Boy one last look before making a run for it.

"Hey, hold on a second there," called Cosmic Boy, trying to sound cheerful as he stood up and bent down to pick Brainy up.

"Cosmic Boy, don't!" warned Dream Girl, but it was too late; their first leader had swooped Brainy into the air.

Yelling out, Brainy thrashed his body about, demanding to be released. In the process he accidentally punched Cosmic Boy in the face.

Cursing, Cosmic Boy released Brainy and grabbed onto his nose.

Leaping from the table and sprinting forward, Garth hurled himself to the ground, sliding across the floor on his stomach like a Interball player.

And caught Brainy seconds before he hit the ground.

He pulled the little boy to his chest in panic.

"You okay?"

Whimpering, Brainy began to sniffle and wrapped his arms around Garth's neck.

"What's _the matter_ with you," Imra began to pound her fists on Cosmic Boy's arm. "You could have hurt him!"

"I was just trying to be friendly," protested Cosmic Boy, half holding onto his face and half trying to shield himself from Imra's attack.

"Well don't! From now on stay ten feet away from him at all times," Imra ceased her physical attack to assault him with one of those 'if looks could kill' glares.

"Now Imra-"

"_Ten feet_!"

Cosmic Boy instantly flew to the other side of the room at a speed that would had made the Flash proud.

Throughout the meal, Brainy held onto Garth and Imra kept Cosmic Boy at bay with her glare, assisted by the other girls, who made a point of stabbing him with a certain maternal fierceness whenever Cosmic Boy dared to look up from his plate. Not foolish enough to risk it, Cosmic Boy went to bed without dessert.

"I don't like him," spoke Brainy for the first time since Cosmic Boy approached him earlier.

"At the moment, neither do I," agreed Imra with a grimace.

Clark could understand if Brainy didn't like Cosmic Boy because the former leader had dropped him but Brainy seemed to take a disliking to Cosmic Boy off the back.

Was it because of his yelling?

"How come you don't like him, Brainy?"

Brainy looked up at the older boy with utter seriousness.

"Because he likes Mommy."

This caught the entire groups attention but only Tinya laughed, commenting it could only be funnier if Cosmic Boy had been there to hear it.

"Why is that a problem?" asked Brin.

"Because he likes-like her," said Brainy as if it was obvious. "Like-" He looked at Brin a moment before quickly looking around the room. "Like Chuck and Luornu like each other."

The mentioned couple blushed.

"Like Tinya likes Brin," grinned Tinya, making Brin blush.

"But you still haven't said why that's a problem," Vi pointed out.

"Because Garth and Mommy like each other," Brainy threw up his hands in frustration.

Their blush was ten times worse then Chucks and Luornu's. They looked at each other and chuckled nervously.

"It's about time someone said it," commented Tinya.

"Let's leave the happy couple alone," grinned Luornu, walking over to them and picking Brainy up.

As the other Legionnaires filed out of the lounge, Colossal Boy turned to Brainy wrapped in Luornu's arms.

"You're pretty observant for someone so young."

Peering up at him, Brainy scrunched up his nose.

"I don't think age has anything to do with it. You could be a thousand and be as clueless as a rock."

At this, Colossal Boy laughed and agreed.

"Sort of like Brin," began Tinya, sighing dramatically. "I've practically written a banner saying I love him and he still isn't taking me seriously, even though he told Brainy he loved me when he babysat him." At Brin's stare, she grinned. "You forgot to destroy the security tapes."


	13. Chapter 13

06/25/08

Guilt coursing through my veins... THE PAIN! -falls over- I am SO sorry! I accidently confused some people's and Da names so RabidFangirl is not acutally XxmostlyhumanxX. But I'm still pretty sure it had been XxmostlyhumanxX's birthday... I think... XxmostlyhumanxX is Lizz right? I'm so confused. SO MANY NAMES! PLEASE FORGIVE ME!

Argh, now my head hurts...

Thanks again to FunkyFish1991 for beta reading for me again.

This is also for flarey phoenix, I hope things start to look up soon.

Chapter 13

Clark woke up in the middle of the night feeling really thirsty. Not bothering to put on his glasses, he rolled out of the bed, floated to his feet and headed towards the kitchen for something to drink. Having to walk through the lounge to get to the kitchen, he was surprised to see a light coming from it.

Sitting in his floating chair was Brainy, facing Computo's mainframe typing away at the computer.

It was definitely a moment for déjà vu for Clark. There had been numerous occasions, since he come to the 31st century, that he had woken up in the middle of the night needing a drink only to find Brainy working on something at Computo's mainframe. He would go, get his drink and then sit beside Brainy, often talking for hours as Brainy worked and they both went to bed only an hour or two before breakfast.

But this wasn't a normal circumstance. Brainy couldn't be working on anything… and he was only three years old. He needed his sleep.

Determined to put the child back to bed, Clark made his way towards the computer.

Hearing his steps, Brainy looked up and smiled at the older boy.

"Hi Superman!"

Pausing, Clark noticed something; Brainy's eyes were red and swollen.

As Brainy continued to stare at him, attired in the purple footsie pajamas Luornu had bought him with Fuzzy sitting upright in the chair next to him, Clark realized that he had responded to Brainy's greeting yet.

"Hey Brainy, what are you doing out here so late?"

"I always come out here when I can't sleep," said Brainy.

"Always? How often is that?" asked Clark.

"Frequently," Brainy replied nonchalantly.

Clark frowned, "Bad dreams?"

For a moment Brainy continued to stare up at Clark, still smiling as if he hadn't said anything. After that moment though, the smile faded and his eyes darkened. He looked a like his older self after someone had teased him for his intelligence. Without saying a word he turned back to Computo and began to type again.

Resisting the urge to ram his head through a wall, Clark smiled softly and patted Brainy's hair.

"What are you working on?"

Tilting his head slightly, so not to remove Clark's hand from on top of his head, Brainy looked up at the older boy much like he did when he looked at Cosmic Boy after the former athlete had apologized for him. Unlike that instance, Brainy smiled once he was done analyzing Clark's expression.

"I'm playing chess with Computo."

Blinking, Clark bent down to see the small part of Computo's screen that was lighted up with something other then the glow of the computer's mainframe.

There was indeed a game of chess on the screen, with just as many missing black pieces as there were white.

"Do you like playing chess with Computo?" Clark asked, smiling.

Brainy nodded and said, "Yeah, Computo is real nice."

This surprised Clark, for he had never noticed any sort of personality from the computer. Was Brainy just imagining a kindness from the machine?

Suggesting for Clark to lean in, Brainy lowered his voice and said, "I think he lets me win."

"It is not in my capabilities to do such an act," replied the voice of Computo.

"Uh-huh," said Brainy, unconvinced.

Not sure what to think of it, Clark turned to Brainy.

"I'm getting something to drink, would you like something?"

Eyes widening, Brainy looked at Clark with the surprise and confusion- with a hint of embarrassment- that he always got when someone offered him something. He quickly shook his head.

"Are you sure? I was going to make some really good warm milk with honey in it," smiled Clark, smacking his lips afterwards for affect.

Frowning slightly, Brainy tilting his head from one side to the other. After doing this a few times he looked up and nodded.

"Okay dokie then," Clark lifted Brainy, who quickly grabbed Fuzzy, from the chair, tucking the child securely in his arms. "Let's go to the kitchen."

Nodding again, Brainy turned to the main frame and waved.

"See you later Computo."

"Good night, Brainiac Five," Computo replied, ending the chess game.

Clark stared a moment; he couldn't recall Computo ever saying anything like a greeting or farewell before. Then again, he couldn't recall Computo ever saying anything when he hadn't been asked a question of some kind. He tried to shake off his confusion as they made their way to the kitchen.

"Superman," called Brainy, waiting until he had Clark's attention again before continuing, "why are you going to put bee vomit in the milk?"

"Bee vomit?" Clark flinched.

"Honey is made when-" began Brainy but stopped when Clark made a face.

"I know how it's made, Brainy, but people don't really like to think of it as bee vomit," pointed out Clark.

"Why?" Brainy gazed up in wonder.

"Because it grosses them out," said Clark.

"Then why do they eat it?" frowned Brainy.

"Because it tastes good," said Clark.

"Then why does how it's make gross them out?" Brainy's frown deepened.

Clark began to say something but then stopped himself. He remembered when he used to ask nothing but 'why' until he got an answer that satisfied him, or until Pa threatened to make him sit in the corner. He quickly scanned his brain for a good answer.

"Because… people don't always make sense."

"That's true," Brainy leaned against Clark's shoulder, wondering why the older boy suddenly looked relieved.

When they got to the kitchen Clark set Brainy in his chair and headed to the refrigerator for the milk. He was surprised when he turned around and saw Brainy standing there.

"Can I help?" peered up Brainy curiously.

Thinking for a moment, Clark smiled and nodded. He got out a big plastic spoon and handed it to the child.

"You can be the stirrer."

This made Brainy smile and he continued to follow Clark around the kitchen as he gathered up the rest of what he needed and set everything up.

Lifting Brainy up again, Clark held Brainy by having him sit on one arm and wrap the other around his middle. He instructed the child softly as they simmered their drink together.

"Don't touch the sides of the pot. Be careful, you don't want it to splash. You're doing a very good job."

When it was ready, Clark put Brainy down and poured out their drinks. He set them on the table and sat down, surprised when Brainy clambered onto his lap. It didn't bother him, but it was the first time the small Coluan did something like that without hesitation. He gently patted the boy's hair and smiled at him.

As their drinks disappeared, Brainy got sleepier and sleepier, soon snuggling against Clark's side as he cuddled Fuzzy and closed his eyes.

Thinking he was asleep, Clark absently stroked Brainy's hair as he finished the rest of both of their milk.

"Superman?" a drossy voice mumbled.

"Hmm?" asked Clark softly, not ceasing the caress of Brainy's hair.

"Are you really Clark Kent; the original Superman?" asked Brainy, not opening his eyes or moving from his position against the older boy.

The question was out of the blue, but it also awoke Clark's curiosity about Brainy's reaction to his name from earlier that day.

"Yes."

"So you traveled here from your own time." It really wasn't a question but Clark confirmed it anyway.

"And you can't be Superman in your own time yet; you're too young," came next, which Clark rather considered to be on ironic statement on Brainy's part.

Half releasing his old on Fuzzy, Brainy reached out and held onto Clark's nightshirt, not even opening his eyes.

"Don't ever go back to your own time."

With the firmness of Brainy's voice it sounded like a command.

Eyes widening, Clark looked down at the young Coluan.

"Why not?"

Brainy didn't answer.

This time Brainy really had fallen asleep.

Feeling more confused then before, Clark scooped the child up and cradled him gently in his arms as he put their cups into the sink and took Brainy back to his room and tucked him into bed.

--

That following morning at breakfast, everyone was back in their Legion uniforms with the exception of Brainy, who Triplicate Girl couldn't resist putting in another outfit.

This time he was dressed in jean overalls and a red t-shirt.

"He'd look adorable in a sailor outfit," giggled Dream Girl.

"Don't you dare!" exclaimed Lightning Lad, waving his fork at her and paling at all the girl's giggles.

"Brainy really does need more clothes though, I only got one other shirt and pants for him," pouted Triplicate Girl.

"No sailor outfits," said Lightning Lad with a firmness he used as leader.

"What's the other shirt?" asked Vi, ignoring him.

Triplicate Girl blushed and mumbled.

"Couldn't quite hear that," teased Phantom Girl.

Wringing her fingers, Triplicate Girl said, "A Superman T-shirt."

Superman stared and dropped his fork right before it reached his mouth.

Phantom Girl erupted in full out laughter, banging the table with her fists and howling, as Bouncing Boy fell out of his chair laughing convulsively. Vi giggle snorted wildly and Dream Girl tried to stop herself from reacting by covering her mouth tightly with her hand, but her body shook with the effort.

Brainy blinked slowly at Superman.

"Is that bad?"

"That's the greatest thing ever," cheered Phantom Girl, waving her arms in the air.

"Then why does Superman look… broken?" asked Brainy.

"Because they broke his brain," grumbled Lightning Lad.

"Don't tell him things like that; he'll take you seriously," said Colossal Boy, noticing Brainy's horrified expression.

"My brain isn't broken," Superman softly told the child, picking up his fork with a bit of an embarrassed blush on his cheeks.

"A Legion shirt would be better," said Cosmic Boy, daring to speak for the first time around the girls since Saturn Girl had banished him to 'ten feet away at all times'.

The table became silent as the rest of the group looked at each other.

"They didn't have any," Triplicate Girl finally said.

"It should be easy enough to make one," theorized Timber Wolf.

"That's a good house husband," grinned Phantom Girl, patting his head.

Timber Wolf frowned but didn't say anything.

"I wanna take Brainy shopping," Vi piped up.

"For what?" asked Bouncing Boy. "We have everything we need for him."

"Maybe, but what about some more clothes or toys? All he seemed to have is his teddy bear," commented Vi.

"I like Fuzzy!" exclaimed Brainy, clutching the bear and tearing up as if he expected her to take it away.

"Getting more toys doesn't mean loosing Fuzzy," Saturn Girl assured him, feeling the boy's panic and wiping away the developing tears.

"I'm fine with Fuzzy," said Brainy firmly.

"Then is there something you would like to do?" asked Dream Girl.

Looking up at her, Brainy immediately looked away and chewed on his lower lip.

"It's alright if you wanna do something, Brainy," assured Saturn Girl.

"C-can we go to the park again?" stuttered Brainy, blushing softly.

This surprised the other Legionnaires. They thought, with the way Brainy had wanted to leave the other day, that he would never want to return to the park and, if he had wanted to go somewhere, it would be back to the zoo.

"Abi said she'd come back," commented Brainy, playing with Fuzzy's ear.

Now Saturn Girl smiled and asked, "Did you like playing with Abi?"

Brainy nodded and smiled.

"Uh-huh. Abi, Robby, Gred and Feorge were really nice and told funny stories."

"What kind of funny stories?" asked Saturn Girl.

As Brainy began to talk about the stories of pirates, wizards and socks lost in the dryer, the alarm went off.

Bouncing Boy rushed out of his seat and bounced out of the room.

"What's going on?" asked Brainy.

"Somebody needs our help," explained Saturn Girl, standing.

For a moment Brainy was perfectly still, he watched as they all stood and began to walk towards the door. Dropping Fuzzy he jumped from his seat and ran to Saturn Girl, grabbing hold of her leg.

"Don't go! Don't go! Please don't go!"

Freezing in their tracks, the Legionnaires still in the room turned to look at the little Coluan, who was shaking with an effort not to cry.

Turning around, Saturn Girl scooped Brainy into her arms.

"It's alright Brainy. Everything will be fine and we'll all come back-"

"Hurt," whined Brainy, holding onto her as tightly as he could without causing her pain. "You'll come back hurt again."

"Brainy, not all missions are like that," Saturn Girl tried to reassure him.

"Yeah, it might be as simple as getting a cat out of a tree," Lightning Lad walked over, trying to give the child a smile though it didn't reach his eyes.

"Then take me with you," Brainy, imploringly looked up at Lightning Lad.

"We can't do that, Brainy, you're too young," Lightning Lad attempted to reach out and wipe away the welling up tears, but the child turned as face away.

"Then don't go, _please_," begged Brainy, no longer trying to hold back to the tears.

"Brainy-" began Saturn Girl, but she trailed off.

Words failed her.

Bouncing Boy came back into the room quickly saying, "There's stuff happening all over the place, we're going to have to split up.

'Dream Girl, Phantom Girl and Vi, you need to go to Metropolis 1st Intergalactic Bank, there's a armed robbery in progress there.

'Timber Wolf, Cosmic Boy and Triplicate Girl, I'm going to need you to go to the zoo. Somehow all the animals are getting loose.

'Superman, Colossal Boy and Saturn Girl go to the park. Comet and Cupid are tarring it apart and some kids are trapped there with them.

'Lightning Lad and I will go to the Mega Store, there's a armed robbery going on there too.

'Brainy-" His eyes widened when he looked at Brainy, smacking his forehead, "oh cheeseburgers… Someone needs to stay with Brainy!"

"I wanna go with Mommy," said Brainy.

"You're staying here," said Bouncing Boy, scanning the room. "I need everyone to go where they're going! Who can stay behind?"

Triplicate Girl divided herself, Orange and Purple staying together while White went over to Saturn Girl to take Brainy.

"No," shouted Brainy, holding onto Saturn Girl tighter, even onto her hair now.

"Brainy, let go," said Saturn Girl with a firmness she had never used on him before, her face matching her serious tone.

Surprised, Brainy looked up at her and, seeing none of her usual warmth, released his hold on her and let himself to passed over to White Triplicate Girl. The moment the door closed behind them he curled into himself, refusing to hold onto White Triplicate Girl, and sobbed worse then he ever had before.


	14. Chapter 14

07/14/08

The UC fanart Contest is now up at Deviantart, LJ and Facebook for voting (links on profile). Voting ends 7/28.

The MP fanart Contest duedate is going to be extended because I only got one entry and there were two people who requested more time. New duedate is 7/21.

I would like to thank FunkyFish1991 for beta reading this chapter, darkj3 for their entry for the UC fanart contest and Yu-Gi-Ah of their entry for the MP fanart contest.

I believe that's all for now. ENJOY!

Chapter 14

No matter what White Triplicate Girl did, she couldn't get Brainy to stop crying or to even speak to her. He didn't even seem to acknowledge the fact that she was there at all as she sat holding him, rocking him back and forth, stroking his hair and back and softly speaking reassuring words to him.

Hiccups joined the sobs as Brainy struggled to breathe in his self-induced panic. His logical side – which sounded a lot like his caretakers' voices – told him he would accomplish nothing by getting so upset, but he couldn't help it.

He pushed his affection for Saturn Girl too far, even calling her 'mommy' again after he promised himself he wouldn't force the role on her.

Now she hated him.  
But since Brainy spoken none of these thoughts out loud, White Triplicate Girl had no way of knowing to tell him that it wasn't true. And even if he had, he wasn't listening to her anyway.

Soon enough Brainy's sobs reduced themselves to exhausted sniffles and soft hiccups, his eyes opening and shutting of their own accord.

Seeing that Brainy was about to drop off, White Triplicate Girl stood and started to carry him towards his room. By the time she got there, he was completely conked out and it was easy for her to tuck him quietly into bed: it was then that she realized that Fuzzy was missing. Creeping silently from the room, White Triplicate Girl headed back into the lounge to retrieve the bear.

But she stopped the moment she was in the entryway and ducked out of sight. She turned on the alert on her ring directly to her teammates, and quickly began to run back to Brainy.

From the lounge there was a deep, dark chuckle.

"This is going to be fun."

--

Hovering above the bank, Dream Girl, Shrinking Violet and Phantom Girl were devising a plan through Dream Girl's visions.

"An outright assault will get one of the clerks killed," said Dream Girl, holding a hand to her forehead. "Phantom Girl, you should phase underneath the building and get the weapon away from the leader. Vi, shrink down and sneak up on his partner. I'll get the hostages."

--

Landing at the zoo, Timber Wolf, Cosmic Boy and 2/3 Triplicate Girl were immediately surrounded by fleeing people and assaulted by the image of dozens of fierce animals running amok.

As they arrived, a few lions were chasing a group of tourists their way.

Running forward, Timber Wolf jumped between the group and the pride, roaring ferociously at the beasts.

Though stopping and keeping their distance, the lions began to roar back.

A wall of metal came and scooped the lions up, forcing them back into one of the empty domes.

Releasing his energy hold on the metal gathered from the nearby food stand, Cosmic Boy narrowed his eyes at Timber Wolf.

"You guys can decide who's the Lion King later. We have a job to do."

Timber Wolf smirked. "Look who has a backbone without Mommy Saturn Girl towering over him."

Cosmic Boy glared, and a few things around them made of metal shook.

"Quit it you two," said Triplicate Girl, flying off to save a group of four from a pack of flying monkeys.

--

In the center of the jungle gym at the park, children were crying as Comet and Cupid circled their red painted cage, snapping at whoever got close to the bars.

Their fathers had all been clawed at when they tried to get back their children, armed with only Interball bats and their fists, and they couldn't get anywhere near. Oddly enough the beasts didn't try to harm the men; only attacked until they were a fair distance away and went back to guarding the jungle gym.

One of the mothers had managed to get close to the jungle gym while the fathers distracted the beasts, but had ended up becoming trapped in there when the monsters had spotted her. She sat in the middle of the children, trying to offer them comfort.

Superman, Saturn Girl and Colossal Boy hovered to the side where no one could see them.

"Can you chase those _things_ away with an illusion, Saturn Girl?" asked Colossal Boy in a whisper.

"Not far enough that it would do any good," said Saturn Girl, her eyes hopelessly drawn to the crying children as her mind was plagued by the child she had been forced to leave behind that morning.

"Well, I could fight them off for a little while – if only long enough for Colossal Boy to pick up the jungle gym and get the kids to safety. Saturn Girl, you'll have to send them a mental message to climb onto the bars the moment I get the beasts away, okay?" asked Superman.

His companions nodded.

--

Bouncing Boy and Lightning Lad arrived at the Mega Store to find that there didn't seem to be anything wrong. There was no one with a weapon there and customers were leaving as they pleased.

"False alarm?" asked Bouncing Boy.

"An armed robbery is pretty serious for a false alarm," said Lightning Lad

He scanned the store with narrowed eyes before flying down. Following him, Bouncing Boy was watching the customers leave, realizing that no one was coming in.

Even some of the cashiers were heading towards the doors – looking like they were trying not to run.

--

Dream Girl snuck into the bank through the ventilation system, exiting into an office right behind the main room where the robbers and hostages were. She crept in, hiding behind the many desks until she was next to them: so far the thieves hadn't seen her.

"Psst, come with me: I'm going to get you out of here."

None of the hostages moved.

Assuming it was from fear, Dream Girl reached out to touch the closest woman's shoulder…

…only for her fingers to go right through her.

The hostages were holograms.

But that meant her vision was wrong.

Looking around, Dream Girl's eyes widened when she saw the movie projecting onto the wall; a clerk being killed when the heroes tried to save the hostages directly, just like in her vision.

Activating her ring, Dream Girl tried to warn the others not to come, but her ring wasn't working.

"Now, what do we have here?" asked a voice, a strange combination of a man and a machine.

Looking up, Dream Girl saw the 'robbers' towering over her – Tharok and Mano.

--

Chasing the lightning beasts back into the dome, Timber Wolf looked around before sniffing carefully.

"I think that's all of them."

"Not quite," said 2/3 Triplicate Girl, pointing a hand towards Validus running towards them, preparing a mental blast.

"Oh grife…" grumbled Cosmic Boy.

--

Superman shot off like a bullet, taking Comet and Cupid by surprise by grabbing their tails and throwing them away from the kids, across the park, while keeping them in sight so they couldn't attack anyone else without him interfering.

Saturn Girl sent the children and the mother a message, their eyes glowing pink like her own as they climbed up onto the jungle gym bars, giving Colossal Boy some time to grow to the right size.

Not having time to waste, Colossal Boy wiggled the jungle gym out of the ground and lifted it up.

One of the children lost her grip before Colossal Boy could secure it by putting the jungle gym on top of his other hand.

Flying upwards, Saturn Girl caught the girl, her own eyes watering slightly as the girl cried and clung to her.

The remaining parents on the ground ran after Colossal Boy as he moved to set down the children and the mother down somewhere safe.

One of the lizard beasts bit Superman on the leg as the other tried to eat his head.

"Gah, your breath stinks," groaned Superman, trying to pry the one beast's jaws off of his head with his hands while trying to kick the other one off with his free leg.

"Never was able to teach them the value of brushing their teeth," said a familiar voice – one that none of the Legion had ever thought they would hear again.

Superman's eyes went wide when a fist punched him in the stomach, hard enough for it to hurt, looking up into those maniacal red eyes.

"Miss me?" asked Drax as his beasts released their toothy hold on Superman so he could punch the other Kryptonian across the park.

--

Lightning Lad went up to one of the cashiers still at her post, looking down at her register.

"Excuse me miss, we got an alert about an armed robbery."

"No robbery here," the cashier said, looking up with her brilliant green eyes and smirking. "But we're certainly armed."

The Emerald Eye of Ekron flew above the counter and blasted the two Legionnaires backwards through the double glass doors.

--

Phantom Girl phased out of the ground, kicking Tharok away from Dream Girl while Vi grew to her true size and grabbed Mano's non-dangerous arm, swinging him around into the flying Tharok, grinning as they both crashed to the ground.

"Something's wrong. The comm on my ring isn't working, and they set up that projection to distract my visions," said Dream Girl, quickly getting to her feet.

"They're not even trying to take the money," commented Vi, getting ready to fight as the two men got back up to their feet.

"This is a set up," growled Phantom Girl, phasing her hand into Tharok's chest and pulling a wire to turn him off. "We have to get back to headquarters now!"

--

Gathering up what metal he could from around them, Cosmic Boy was able to block the first of Validus' mental blasts, giving him, Timber Wolf and 2/3 Triplicate Girl time to run for cover.

"Free zoo animals, Validus without the other Fatal Five, all these incidents happening at once… what can they be playing at?"

Remembering their last encounter with the Fatal Five, Timber Wolf and 2/3 Triplicate Girl's eyes widened and turned to each other.

"Brainy!"

Instead of asking questions, Cosmic Boy tried to activate the communicator on his ring. He growled when it didn't work and then scanned the sky until he spotted Colossal Boy in the distance.

"Timber Wolf, go back to headquarters. Triplicate Girl, go to Colossal Boy and send him back here to help me with Validus and then follow Timber Wolf. We can't let them get Brainy!"

--

Throwing Drax off of him and right through the slide, Superman flew after him, fists ready.

"How are you here Drax? The Phantom Portal was destroyed!"

Smirking, Drax waited until Superman was close enough before kicking out his legs: sending the other Kryptonian flying backwards.

"Very handy thing that giant eye of the Empress's. Ripped into the hellhole and pulled me out." He pointed to his head. "Even made those bothersome voices go away."

Getting to his feet, Superman glared at the boy who had the same powers as him – and knew more about him then he did.

"That's it? You're just going to leave them there?"

"Why do you think I'm working with those Fatal Five nobodies? I don't give a rat's ass about most of those losers, but I am going to get my parents out. At least this way I don't have to listen to Daddy Zod nagging me to get the job done," chuckled Drax. He smirked triumphantly at Superman. "But you don't know who that is, do you?" He shrugged and licked his lips. "No matter. We'll have your _cute_ little green friend soon enough."

First, Superman's eyes widened in horror – then he growled, trying to take off into the sky to get back to headquarters, but Comet and Cupid flew in and knocked him back to the ground.

"You're not going anywhere," commented Drax, kicking Superman back to his feet. "No ones going to save you this time Super_boy_."

Glowering, Superman tried desperately to send Saturn Girl a mental message.

--

Getting back to their feet, Lightning Lad and Bouncing Boy watched as the cashier's disguise melted away to reveal the Emerald Empress, calmly floating out of the broken doors after them.

"Where are your cronies, _Empress_?" asked Lightning Lad, lighting up his hands with electricity.

"Picking up a few things from the store. Eggs, milk, chaos, a couple of distractions… and a little genius," grinned the Emerald Empress, examining her nails as if she had nothing better to do.

The two heroes exchanged looks.

"I'll handle the Green Queen: you get back to headquarters and warn the others," said Lightning Lad, preparing to charge at the Empress.

At this the woman laughed in a way that made them shiver.

"Don't bother – I'm sure Persuader and our new friend are done shopping by now."

And just like that, she teleported away.

--

Timber Wolf and 2/3 Triplicate Girl got back to headquarters first, immediately tensing in the doorway at the sight of the destruction throughout the lounge.

Computo's communication center was destroyed by sharp slices of a giant blade, and some of his screens had nothing but static.

"No," breathed 2/3 Triplicate Girl, walking forward and kneeling at some white fluff on the ground. "They, they killed Fuzzy."

Carefully moving forward, Timber Wolf looked over the girl's shoulder to see a beheaded teddy bear in her hands.

"Are they still here," asked 2/3 Triplicate Girl, looking up at him.

Turning away, Timber Wolf began to smell the air.

"Yes. I smell Brainy… Persuader, someone unfamiliar and… blood."

Eyes watering, 2/3 Triplicate Girl dropped the bear and got to her feet, giving him the most serious look she could muster.

"Whose blood? Where?"

Looking away, Timber Wolf sniffed the air again.

"Yours, not too far away from here…"

"Luornu's?" asked Bouncing Boy as he and Lightning Lad flew in. He looked incredibly pale. Not waiting for an answer, he ran from the lounge into the connecting hallway, immediately stopping in his tracks.

Tied to the ceiling with chains, White Triplicate Girl looked like a broken doll. Her left arm hung from a chain, the other swaying loosely. One of her legs was wrapped up at an odd angle while the other hung from another chain and her torso swung freely.

With blood pouring from her forehead, her arms, legs, stomach, chest and her back, she had been dyed scarlet.

Her eyes were closed. She wasn't moving.

They couldn't see breathing.

Bouncing Boy screamed the worst: more loudly and more terrified then he had at any other time of his life.


	15. Chapter 15

08/09/08

Do the wave if you missed this story! X3

-giggles- Anywho the Winner of The UC Fanart Contest is Yu-Gi-Ah while the Winner of the MP Fanart Contest if FunkyFish1991. I already know what Yu-Gi-Ah wants for her oneshot so all I need if for FunkyFish1991 to tell me what she wants. Due to lack of entries and since next to no one voted there are no second or third places for these contests so no more drabbles. I'll start working on the other drabbles soon and I'll post them all at once... which there are only two so they shouldn't take me that long... at all.

Do I have other news? ... In case you don't read "WDC" or "TOSoP" I posted news about a new fanart contest in which I'll be deciding the winner and all entries get drabbles. Details are in chapter three of "WDC" chapter forty of "TOSoP" or in my latest journal at deviantart.

ENJOY!

**Chapter 15**

Almost as if forgetting he could fly, Bouncing Boy bounced up, unhooked formerly White Triplicate Girl from the chains and brought her back to the others with him, laying her gently on the ground. He pressed a couple of fingers against her neck.

"B-Bouncy, is she-" began Purple Triplicate Girl, holding onto her Orange counterpart's hands for support.

Bouncing Boy nodded and then shook his head, turning to the others with a determined look in his eye.

"Lightning Lad, you're the fastest one here – get her to the medical bay and start treating her right away. I'm not sure how much blood she's lost and her heartbeat is slowing down. Timber Wolf, find Brainy and get him somewhere safe; communication is down so we won't know if you run into whoever's here so be careful. Trips and I will try to get an alternate route of communication back to the rings to call backup. Everyone got the plan?"

The others nodded solemnly.

Wordlessly, Timber Wolf ran further into headquarters sniffing the air, as Lightning Lad picked up the formerly White Triplicate Girl and flew off towards the medical bay.

Standing, Bouncing Boy watched them until they were out of sight before turning to the remaining Triplicate Girls.

"Let's get to work."

--

Phantom Girl, Dream Girl and Shrinking Violet were preparing the offline Tharok and the grumbling but chained Mano to be handed over to the science police when both criminals disappeared in a flash of green light.

Two of the three girls cursed loudly and Dream Girl screamed silently.

--

The zoo had become like a sumo wrestling ring, with Colossal Boy and Validus trying to push the other away, holding onto the other's hands.

Cosmic Boy was using all the scrap metal he could find to keep the two leviathans from crushing any of the animal domes.

Flying around, dodging mental blasts and the occasional giant fist, Saturn Girl finally reached Validus's mind, reaching out mentally in an attempt to control him.

Then Validus was gone: making Colossal Boy nearly fall over without the wall he was pushing against.

Not stopping to question it or talk to the others, Saturn Girl turned and flew back towards headquarters as fast as she could.

--

Drax ripped the seesaw from the ground, hitting Superman with it like a bat – only to have it swing back on its hinge and hit him as well, making him smash into the ground as Superman went flying. Getting up, he threw the seesaw on the ground and stomped on it.

"Stupid contraption!"

"What's wrong Drax; are you missing your naptime?" asked Superman, soaring back with ease and kicking him in the chest through a nearby picnic table.

With his beasts joining him at his side, Drax stood, glaring at his opponent.

"Just because you've been watching some shrunken whelp doesn't mean you can treat me like a child."

Half smiling, Superman shook his finger at him.

"Now Drax, if you can't play nicely you're going to have to have a-"

Drax charged at him.

Jumping up, Superman went over Drax almost like leapfrog but gave him a backwards kick as he went; making a nice Drax shaped hole in the dirt below. He turned and smiled into it.

"Timeout."

But then Superman realized that Drax was no longer in the hole. He turned and looked around and couldn't see Drax's beasts either.

Remembering what Drax had said earlier, about his '_cute_ little green friend,' Superman nearly tripped in his rush to get into the sky and fly back to the others.

--

Laying on his back, Bouncing Boy tried rewiring some of the parts in Computo's exposed panel near the ground.

"Got anything?"

Orange Triplicate Girl tried to activate her ring.

"I got nothing."

Purple Triplicate Girl tried typing in commands on what remained of Computo's keyboard.

"Me neither."

"You can say that again," said Emerald Empress, standing in the doorway, arms crossed and grinning at them.

Behind her were Mano and a reactivated Tharok.

With one hand motion, a waving gesture towards the heroes from the Empress, the two men attacked them.

--

Timber Wolf first went to Brainy's room, but luckily the child wasn't there – for it was torn up beyond recognition; furniture, books, the computer, everything was cut to pieces by Persuader's axe and tossed around by whoever the unfamiliar scent belonged to.

Running down the halls on all fours, Timber Wolf kept sniffing the air. The three scents all seemed to mingle until finally he came to a four way junction where Brainy's scent went one way and the two others' divided into two other separate halls.

Persuader and the other scent seemed a good distance away so he ran down the hall Brainy had gone down and until suddenly his scent just stopped.

Timber Wolf couldn't understand it; there were no rooms here, no turns that Brainy could have gone down. Unless…

Empress teleported him out with her Eye.

Yet her scent was nowhere near and if she could teleport someone like that from that far away then she would be unstoppable.

That couldn't be it.

Timber Wolf breathed the air again; Brainy had surprised him before when he thought he couldn't be there.

"Brainy?"

"T-Timber Wolf?"

The subdued cry came from above and Timber Wolf watched as one of the air vents was pushed open from inside and the child tentatively poked his head out.

Other then a few scratches, possibly from being in the vent, and with his eyes red and puffy from crying, Brainy looked physically unharmed, though he was shaking terribly.

Making a hand motion for him to be quiet, Timber Wolf looked around and smelled the air to make sure no one had approached him while he hadn't been paying attention. He moved forward and pulled Brainy out of the vent, not surprised when the child clung to him and silently sobbed against his fur.

"T-Triplicate Girl-" sobbed Brainy, tightening his hold around Timber Wolf's neck.

"She'll be alright," whispered Timber Wolf, still keeping his senses alert for anyone who may still approach. "But we have to get out of here and away from those bad men, okay? Can you hold on real tight?"

Whimpering, Brainy nodded and squeezed his eyes shut.

Not having time to discuss the matter further, Timber Wolf ran on both feet and one hand, holding the small Coluan close to his chest.

--

Calmly walking through the battle inside, Empress grabbed Orange Triplicate Girl by the hair and took her Legion buckle before tossing her aside to join her purple counterpart in their fight against Mano.

Meanwhile outside Superman and Saturn Girl had been the first to arrive and see Drax and Validus guarding the doors. They were soon joined by the others and engaged in a full-out battle.

"Colossal Boy is going to fall and crush Vi," Dream Girl shouted, dodging one of Drax's pets aiming to bite her arm off.

As she predicted, Colossal Boy punched Validus across the face but got thrown back by the eyeless giant's mental blast.

Grabbing onto Vi, who had been fighting one of Drax's beasts, Phantom Girl made them both intangible so they wouldn't get squished.

The beast Vi had been fighting barely got out from under Colossal Boy in time.

Pulling them out from under their giant friend, Phantom Girl stuck out her tongue as they became tangible again.

"_Gross_!"

"Well, it takes a load off my mind," Vi giggle-snorted.

Flying in closer, Saturn Girl attempted to control Validus's mind but got knocked away by one of his giant hands.

Zooming upwards, Cosmic Boy managed to grab her before she hit an aircraft.

Drax took hold of Superman's cape and swung him around before releasing him to crash into the front of Legion headquarters.

Floating back into the air, Superman prepared to launch himself off of headquarters to attack Drax again but stopped. He turned around and punched his way into the building and dashed inside.

"How annoying," Drax groaned, blowing a strain of hair out his face before pursuing Superman.

--

Timber Wolf heard the fighting going on in the lounge before he smelled the intruders from before. He stopped just in time to avoid Persuader's axe. Jumping back, something struck his back and he growled as he swung to look at his attacker while trying not turn his back on Persuader.

The attacker, the unfamiliar scent Timber Wolf had caught before, was a tall, very muscular man like Persuader. He appeared to be hairless, wearing a dark brownish red mask that covered his entire head, a grey design in the front that looked like connected vertical rectangles with tiny goggles, which glowed green for the eyes. He wore a grey belt that looked similar to Brainy's with the giant side pockets instead of battery packs and a green circle in the center instead of the Legion's 'L'. The rest of his clothes; a vest with a strip that went across his chest, pants and gauntlets that cut off at the fingers were the same dark brownish red with parts of grey. His vest even had the same rectangle design on them as his mask.

Taking a closer look, Timber Wolf's eyes widened. The rectangles on the vest weren't a pattern; they were chains. And in the masked man's hand there was another chain in his hand – what he had used to strike Timber Wolf with.

Remembering the bloody Triplicate Girl hanging from the ceiling, his eyes went feral and he growled threateningly, baring his claws.

Though he wasn't watching any of this, Brainy whimpered and tried to bury himself in Timber Wolf's hold, shaking harder than ever before and calling softly for his mommy.

--

Saturn Girl turned and looked at the headquarters, feeling her heart pound in panic, and there was only one reason she could think of as to why.

"Brainy."

The door was being blocked by Validus but there was a chance she could get in through the hole Superman had made.

She tried to fly to it but was knocked off course by one of Drax's beasts. Hissing, she sent it flying into the other approaching beast with a mental blast.

"Stay out of my way!"

--

Superman barely dodged another one of Drax's punches, grabbed the other Kryptonian's fist and swung him into a wall and then through another wall.

"What do the Fatal Five want with Brainy?"

Pulling himself free, Drax tried to kick Superman in the face, but when the other boy dodged he only ended up slicing the air.

"Isn't it obvious?"

"You already think I'm stupid, just explain it to me," Superman seethed, wishing they had that projector so they could throw Drax back to the prison he came from.

"I'm not nearly stupid enough to explain the plan to someone who could thwart it," Drax smirked, this time landing a kick in Superman's side.

--

Phantom Girl managed to phase through Validus with Cosmic Boy to get them inside headquarters as Vi followed them in, as small as Thumbelina.

As soon as he was solid again, Cosmic Boy blasted Tharok away from Bouncing Boy and into a wall.

Growing back to her normal size, Vi assisted the two Triplicate Girls in fighting Mano.

"Where's White TG and Brainy?" Phantom Girl asked, looking around the battle field. "Where's Timber Wolf?"

Computo made various screeching noises, sometimes blurred out by the static on his screens.

"B-B-Brain-niac F-Fi-ve… Timb-ber W-Wo-wolf c-cornered i-in hall-"

No longer able to speak, Computo used one of his last few good screens to show a map of headquarters and highlight where the two in question were.

Not waiting for confirmation or saying anything to the others, Phantom Girl flew off to where Brainy and Timber Wolf were.

--

Saturn Girl managed to get past Superman and Drax's fight without the evil Kryptonian noticing her. When she first came upon them she was going to stop to help but Superman spotted her and gave her a stern look not to get involved.

It might have been for the best anyway. She really wasn't a physical match for a Kryptonian and Drax's mind was too dark, twisted and… too scary to go near.

Once she was a safe distance away – or relatively safe considering a battle between two Kryptonians could send either one flying through a ceiling or wall at any given moment – Saturn Girl tried to reach out with her mind to find where Brainy was.

--

It was difficult to fight with Brainy in his arms, but there was no way Timber Wolf could let go of the child and even if he did there was nowhere for him to run to. Persuader was on one side of him and the chain guy was on the other.

Knowing there was no way he could keep them back for much longer, Timber Wolf wished Brainy was wearing his force field belt to buy them more time. Even though there was a possibility that at its shrunken size it may not have worked or made a big enough force field for the both of them, he couldn't think of what other options he had.

One of the unnamed attacker's chains struck Timber Wolf in the back of the neck as he dodged Persuader's swinging axe.

Unable to fight the sudden dizziness, Timber Wolf fell over, still able to think clearly enough to shield Brainy from the fall.

After they landed, everything seemed incredibly still.

Opening his eyes, Brainy looked up at Timber Wolf's apparently sleeping face. He pulled out of Timber Wolf's limp arms and tried to shake the older boy.

"Timber Wolf?

Hearing a thudding noise, Brainy looked around to see the two scary men that had been tracking him earlier were approaching him.

Sobbing, Brainy tried to shake Timber Wolf harder.

"Wake up Timber Wolf!"

Still the two men got closer and Timber Wolf didn't move.

Scared, Brainy squeezed his eyes shut and tried to shield Timber Wolf with his body silently begging for them to go away.

There were two giant thuds and then nothing.

Cracking his eyes opened, Brainy saw that the two men were laying on the ground with their eyes closed like Timber Wolf but he couldn't see what caused it.

"Brainy, come with me," called a woman. She noticed Brainy tighten his hold on Timber Wolf. "He'll be fine; come with me, quickly!"

Acting on instinct, Brainy ran into the woman's waiting arms.


	16. Chapter 16

12/01/08

Sorry it took so long to update this. I truly was in a slump for a while. FunkyFish1991, my wonderful beta reader, helped me write this chapter so hopefully my creative juices will start flowing again.

The jacket contest ended yesterday but I only got three entries. I wanted to double check to make sure no one had been confused about the due date or had started something but didn't finish. I'm willing to keep the contest open about a month longer if need be.

In other news I'm graduating college December 13th and I'm super excited along with super scared. I have no idea what I'm going to do. Any advice?

Enough ditty, datty! ENJOY!

Chapter 16

Superman punched through the floor when Drax disappeared in a green flash. He looked around desperately, hoping the flash had been his imagination and Drax had just sped out of the way, but he wasn't so lucky.

"Computo! Where's Brainy?"

Static was all he got for a reply and he started desperately to scan the building with his x-ray vision.

His heart was pounding.

------------

Phantom Girl phased through the final wall to find Timber Wolf alone, unconscious and unmoving.

"Timber Wolf!"

Flying over, she rolled him onto his back and placed her ear close to his mouth to listen and feel for breath as her fingers went to his neck to check for a pulse.

She stopped when she heard a sniff.

"You smell good," came a groggy voice.

Phantom Girl nearly forgot to keep breathing when she looked up and saw Timber Wolf returning her gaze. Her eyes watered as she threw her arms around him.

"You're okay!" She sat up and smacked his shoulder. "Don't scare me like that."

Chuckling, Timber Wolf slowly pushed himself up onto his elbows. "I'll try to keep that in mind, Princess."

Wiping away her would-be tears, Phantom Girl smiled.

"Where's Brainy?!"

The two looked up so see Saturn Girl in front of them, but not looking at them as she took in the surrounding destruction of the hall.

Feeling like she had stabbed herself, Phantom Girl felt horrible for forgetting, even a moment, that she should have been as worried about Brainy as she had been about Timber Wolf. She turned silently to the boy sitting on the ground next to her.

"I don't know," Timber Wolf softly admitted.

-------------------

With their opponents gone, the battered Legion met up in the medical bay. Walking over to them, Lightning Lad had no hint of a smile on his face and his white gloves were gone from his hands.

"I managed to stop White Triplicate Girl's bleeding, but she needs to go to a real hospital." He looked around. "Where's Brainy?"

"Gone," Saturn Girl said so softly she might as well have not spoken.

Bouncing Boy looked up, pulling his eyes from the sight of the battered and reddened White Triplicate lying on the bed just behind the glass screen. His eyes held no traces of his usual humor, cheerfulness, or optimism.

"Okay, so we know he's gone. Big whoop. Now how do we find him?"

It took more than a few minutes, but the Legionnaires all briefed each other on what they knew, who was involved, any snippets of information they had. Superman told them that this wasn't some random attack; that Drax had confirmed that there was a plan, and that this was clearly just one stage of a larger scheme. Phantom Girl wondered if Alexis was a part of this plan, or whether the others were just taking advantage of her independent act of revenge.

Shrinking Violet asked fretfully what they all wanted with Brainy anyway.

Lightning Lad pointed out that Alexis would have had to have been broken out of Takron-Galtos by someone, and Superman subsequently informed them that Drax had been ripped free from the Phantom Zone by the Empress.

Timber Wolf looked Bouncy in the eyes and recounted the events of the kidnapping from his perspective. The only part of it that alarmed the others more than the knowledge that they had some psychotic chain-man after them fighting alongside pretty much all of their biggest foes was the fact that a non-member woman had taken out said psychotic chain-man and Persuader without, it seemed from Timber Wolf's later scent assessing of the hallway, any trouble whatsoever, and had presumably taken Brainy – also with no fight.

"This woman," Bouncy frowned once everyone had done hurling questions at Timber Wolf. "Is our top priority right now. Obviously we're going to look for all the others, cause Brainy's probably still in danger from them – nevermind they pretty much make up the 'who's who of scum in the universe' anyway – but we must find Brainy, plus I don't want us to have to fight this woman blind."

Throughout this, Phantom Girl was staring with slightly narrowed eyes at Timber Wolf, standing impassively beside her. There was something in his expression she didn't like.

"Timber Wolf?" He looked down at her. "What is it? You know something else?"

"You aren't gonna like it," he frowned.

"Tell us," Bouncy said.

He sighed, and his ears fell slightly. "That woman... you don't have to fight her blind."

"You said you didn't know who she was."

Timber Wolf stared at Cosmic Boy. "I said she wasn't in the Legion. I know exactly who she was. It was the Emerald Empress."

There was a chorus of stifled gasps from all around him.

"Then why did Brainy go with her?" Colossal Boy asked quietly.

"She smelled like Triplicate Girl too."

Superman, who had stayed silent since his last comment about Drax's liberation from the Phantom Zone, turned to look at Orange Triplicate, holding her purple counterpart's arm.

"Triplicate Girl," he said, directing his words to her orange eyes. "Where's your belt buckle?"

Her face paled as she looked down to see her belt hanging loosely from its loops. "The Empress took it... I didn't realize she was going to, oh..."

Her eyes began to water, but Superman didn't feel his usual urge to comfort anyone who was upset. He pulled his gaze back to the floor, painfully aware of Saturn Girl's eyes on his face.

Cosmic Boy looked grave. "Alright Bouncing Boy, where do you want us to start?"

Instead of answering right away, Bouncing Boy began to pace, occasionally scratching his chin.

"First off, why would they target Brainy like this?"

"Cause he's a twelfth level know-it-all," Lightning Lad suggested, ignoring a few dirty looks from the others.

"But he's also a kid; wouldn't they think he's useless in such a state?" Phantom Girl asked, wrapping her arms around Timber Wolf's, while watching Bouncing Boy pace.

"Not if they knew he was still a twelfth level intellect," Saturn Girl pointed out.

"And Brainy is easier to manipulate this way," Superman said gravely, eyes still cast on the ground. "He went with the Empress just because she had a Legion belt buckle. Who knows what else they could trick him into doing?"

Bouncing Boy stopped pacing and turned to the others.

"Send out warnings to every Legionnaire. Tell them what state Brainy is in, who has him and to be on the lookout for any robberies of scientific facilities. If the Fatal Five want to use Brainy against us, they'll most likely have him make weapons, so they'll need the supplies. Might as well have everyone on the lookout for Alexis too, in case she is working with them. Also warn any possible targets and advise them to keep us updated. I think we should do that in person – we've kept Brainy a secret from the public for this long, we don't want to ruin it now and put him in more danger. But first things first," He turned his back on them and looked through the glass, hand rising to press against it, "Let's get her to a doctor."

---------

It was not like him to go against orders. Sometimes he wondered fretfully if he was ever going to be cut out for the epic storybook role the others had told him was in store. He knew that many of the Legionnaires had separated him from the Superman they grew up hearing about – they treated him differently from how they used to in the beginning, their tone was different with him from how it was when he caught them talking about future him, and the real kicker was that he had actually semi-accidentally overheard Bouncy and Lightning Lad panicking about whether or not they had ruined his future by making him a superhero friend – rather than the superhero savior he was supposed to have been.

He refused to let their panic affect him too. But it was times like this that he wondered really who the 'Boy Scout' hero who never did anything unorthodox and always followed the plan really was.

Cause right now, it wasn't him.

After Bouncing Boy's instructions, things had happened pretty fast. The Legion had split up and hurried away to carry out his orders. After the initial ones had been taken care of – the communiqués and the relaying of information to the galaxy-scattered Legionnaires – they divided into pairs and shot off to scour the Earth for any sign of Brainy or where the Fatal Five and the others could have gone.

That had been almost four days ago. Now the pace was getting steadily more sluggish but frantic at the same time. They had long since branched out from Earth and were rapidly searching the surrounding planets for any clues at all.

Superman had been paired with Saturn Girl, and they made the fastest scanning team out of them all. Once they arrived at a planet they sprung from their ship, Superman shot around the world fifty or so times over every piece of land, and then once more using his x-ray vision, while Saturn Girl stayed close to the ship and mentally scanned the planet. Once they had found nothing of interest, they hurried back to their pod and raced to their next planet.

He knew that Saturn Girl was starting to come apart at the seams when she entered the bridge on the second day of this with no make-up on at all. He had said nothing, and she hadn't offered anything in return, and they continued their robotic search.

"Saturn Girl," he had whispered that night across the small distance between their two bunks.

"Yes?"

"Are you disappointed?"

"By what?"

He closed his eyes. "By me."

He heard rustling and supposed she had turned away from the ceiling and was staring at him, but he didn't look. "Why would you say that?"

"When you came to get me, I was a huge disappointment, I know. You wanted the world-saving superhero that you saw in that museum, but I'm not even close. I'm lower down the food chain than any of you – the geeky farm boy. I can't even save my best friend…"

More rustling could be heard immediately, and then there was a depression in his mattress. He opened his eyes to see Saturn Girl sitting beside him, and she put her hand on his arm.

"Superman, you weren't what we were expecting, I'll admit. But you are Superman in every way that counts, and not only am I far from disappointed by you, but I am proud that I can call such a wonderful person my friend."

He smiled faintly, and blinked up at her. "Will we find him?"

"Yes, we will," she affirmed, but there was something in the words he didn't want to think about.

_If we find his body somewhere, someday, I will never forgive myself_.

"Clark!" she whispered loudly. "Don't think that. That's not what's going to happen."

"How do you know?" He pushed himself up onto his elbows. "You don't know what the future holds. You aren't… that kind of psychic. All we know is what's happened and from that I don't–"

He froze.

"Clark? Clark?" She gently shook his shoulder. "Clark! What's wrong?"

_Can't you just read my mind?_

_I try to stay out of thoughts that are not directed at me. Clark, what's the matter?_

"We've been assuming that the Fatal Five were going to kidnap Brainy and use him to build weapons, and that they'd then need to get supplies for those weapons."

He pink eyes widened. "But if they knew what they were going to do, they knew what they were going to need."

Superman sped off of the bunk and grabbed his ring. "Bouncing Boy! We need to check all recent robberies. The Fatal Five might have already stolen what they need!"

There was a round of colorful swearing on the other side of the communication line that Superman hadn't heard the like of since he'd left the 21st century. He almost wanted to ask if he had accidentally called Lightning Lad instead of their current leader.

Fortunately – or unfortunately, depending on your opinion – there had been no mistake.

"Did you hear that, Trips?"

"Got it Bouncy; searching for recent tech robberies."

Superman half wondered if it annoyed her to still be called 'Trips' when one of her was still in the hospital.

2/3 Triplicate Girl's voice snapped him out of his thoughts.

"Superman was right; there was a bunch of robberies just before the one we were called for, all of them around the Thanagarian sector."

"Any possible hideouts?" Bouncing Boy questioned.

"An abandoned space station from a war back in the 23rd century, only half of it even remotely functional," said one triplicate.

"And I just found another robbery in that sector; one of child's supplies," added the other, in a more somber tone.

There was a moment of fearful silence.

"They knew," Bouncing Boy stated the obvious with a tremor in his voice, louder than when he warned the actresses in his movies not to go back for the cat. Then he turned back to being serious. "Superman, you and Saturn Girl are closest. Check it out but do not land or engage until the others arrive."

"Got it," Superman nodded to someone who couldn't see him and deactivated the ring.

"We're not waiting, are we?" asked Saturn Girl.

Superman shook his head.

"Good," Saturn Girl entered the coordinates in the automatic pilot.

Neither of them spoke the rest of the way. So he was left with his own thoughts; contemplating the fact that this was the first time he could remember so blatantly disobeying anyone's orders. It didn't really feel good, or bad. He just knew that this was the right thing to do, because he couldn't live with himself if he didn't.

It took a few hours before an enormous mass appeared in their view screen. Saturn Girl slowed the ship to a stop, and Superman half-rose to his feet.

"Thanagar?"

His companion nodded. "The station is on the other side. If we want to approach without being detected, I don't think we should fly in this ship."

Superman bobbed his head and turned to the exit hatch. Once they were both out, Saturn Girl activated the small pod's cloaking controls from a tiny device in her flight ring, Superman gathered her in his arms, and they sped across the space above the colossal planet Thanagar. He stopped right outside of the station, and just barely noticed Saturn Girl shaking her head dizzily out of the bottom of his vision.

The station was vast. Superman guessed it was almost the same size as Legion HQ back on Earth, though, as the two Trips had said, a third of it was pretty much just a shell with plating welded over the functioning sections. It was dark, and looked abandoned and derelict. Superman couldn't hear anything moving inside at all, but space had a way of messing with his super-hearing.

Besides, his heart was pounding loud enough in his ears to effectively drown out any surrounding noise.

It took less than a second for him to make quick work of the airlock door and hurl it out of the way into space. They made it through the second smoothly, Superman welding it closed behind them.

The interior of the station was pitch black. Superman immediately used his infrared vision, but it didn't help much, since everything was the same freezing temperature. He grabbed Saturn Girl's arm.

"Nobody's around but you and me," he whispered. "Any ideas where we should be headed?"

Saturn Girl's eyes glowed pink as she scanned the space station.

"Everyone on board appears to be asleep except for us." Her eyes returned to normal and she pointed to the left. "The closest mind is this way. I don't want to probe and see who it is in case we alert someone that we're here."

The two heroes hovered above the ground to make as little noise as possible, sneaking along the corridors, ears strained to hear even the slightest of noises to indicate whether they should sped up or hide from detection, but there was nothing beyond the creaking of an old space station that brought them no comfort.

Soon – though it felt like ages later – they came upon the door where the first mind slept. The door looked like it was supposed to be locked from the outside, though through either age or lack of use for it, the lock was not activated.

_Ready?_ Superman reached over to activate the door.

Saturn Girl nodded, and the door swished open.


	17. Chapter 17

07/09/09

Yesterday was 07/08/09, I'm not sure why but that entertains me. :3

Hope everyone is doing well and enjoying the summer.

I also hope you enjoy this long awaited update!

Chapter 17

Superman held his breath as he pressed the handle down, the door swished open, and their vision was immediately assaulted with...

...toys. Tons and tons of toys.

"Did.... did we just break into a toy store?" Superman stared, blinking slowly in confusion.

Not answering, Saturn Girl looked around the room until she spotted a bed in the middle of it all, with blankets all curled up in a little ball. She moved quickly, almost unthinkingly, over to the bed and, with trembling hands, pulled back the covers.

Wrinkling his nose at being suddenly exposed to the cold air, Brainy reached up to pull the blanket back on top of him but stopped when he came in contact with Saturn Girl's hand. He stayed still a moment, thinking, before opening an eye to peek out at her. All Saturn Girl could do was stare; her heart pounding.

Both of his magenta eyes snapping open, Brainy leapt to his feet on the bed, revealing that he was wearing purple, button-up silk pajamas, and, with a huge smile, threw his arms around her.

"Mommy! You're–" He froze and pulled back, staring at his bare toes. "I-I mean, it's nice to see you Saturn Girl..."

Tears welling up in her eyes, Saturn Girl threw her arms around the little boy and held him tightly.

Though he returned the embrace, Brainy looked at Superman in confusion.

"Your mommy is just happy you're alright," Superman explained, struggling not to run over and join the hug, smiling so much that his cheeks began to hurt.

This caused Brainy to smile again.

"Of course I'm alright; Auntie Emerald took good care of me while you got the bad guys to go away."

Superman and Saturn Girl exchanged worried, and somewhat confused, glances. They couldn't imagine Empress as anything other than the 'Green Queen', let alone something kind and affectionate enough to be referred to as 'auntie'.

Brainy pulled back from Saturn Girl and slid down the bed to dig around in the toys until he found his shoes. After slipping them on he took hold of Saturn Girl's hand, tugging on it excitedly.

"Come on, I wanna show you the stuff I made."

And then they were once again out in the icy hallways. Superman had every sense he had trained on any potential danger, still tense and panicked, though the trip was easier this time since there was a faint purple light glowing from Brainy's eyes, so at least they could see where they were going.

After a few minutes he noticed that Brainy was shaking, though his heart rate and breathing were normal. It took him a few seconds more to realize that it was because he was freezing cold. He scooped Brainy up in his arms, almost wincing when he felt the chill of his skin, and when the child practically buried his head in his chest.

"Which way, Brainy?" Saturn Girl whispered.

He pointed one tiny finger at a hallway on the right, before tucking his hand back into the folds of the cape hanging over Superman's shoulder.

They soon arrived at a big door and, at Brainy's nod, entered a room as big as one of Brainy's labs back at Legion headquarters and filled with as many weapons as the Legion arsenal.

As the older Legionnaires stared, Brainy slipped out of Superman's hold, jumped to the ground and walked ahead of them, suggesting to the rest of the room with a sweeping gesture and a huge smile.

"Will these help?"

Superman was suddenly reminded of the game 'Don't Break the Ice'. How could he use his hammer of words to explain; to chip away the lies the Empress had told Brainy without hurting the child's feelings or scaring him?

Saturn Girl shook her head, but at what, it was hard to tell.

"We'll explain once we're home Brainy but… right now we need to take care of these weapons."

Though he clearly didn't understand, Brainy nodded and returned to them, standing behind Superman and wrapping himself warmly in his cape. So as not to alert Brainy, Saturn Girl spoke to Superman telepathically.

_There are explosives in the pod. We can set them up in here and time them so we can get away._

_What about the Fatal Five and that chain guy? _Superman asked, feeling a shift in his cape but disregarding it as Brainy simply moving around.

_We'll set one to go before the others. Once they feel the station shake the Empress will teleport them away and hopefully the others will be here by then if we need backup, _Saturn Girl replied, though even her mental voice sounded hesitant.

There was something that Superman was going to say, but he was stopped by a tapping; a sound echoing in the otherwise eerie silence outside of their minds. His eyes swung away from Saturn Girl just as Brainy threw up his arms to be picked up.

It made Superman nauseous to think that Brainy was probably smiling as the child called to his 'Auntie Emerald' and she, lips upturned in a way that could be mistaken for affection, wrapped him in a blanket and lifted him into her arms. He could almost feel Saturn Girl's heart freezing, then pounding madly as she watched this and saw the Emerald Eye of Ekron and a smirking Drax on either side of the Empress.

Unaware of the older Legionnaires' winces, Brainy wrapped his arms around the Empress's neck – Orange Triplicate Girl's Legion belt buckle sparkling on the front of her waist.

"Saturn Girl and Superman are here, we can go back to headquarters now."

The corners of the Empress's lips twitched further upwards as the Eye floated into Brainy's line of vision. "Maybe later."

"Brainy, don't–!" Saturn Girl began to shout.

But it was futile. The Emerald Eye of Ekron flashed a bright, almost white, green and Brainy's eyes glowed the same color as the Eye's iris. Brainy leaned blankly against the Empress as the remaining Fatal Four and the man with the chains emerged from the shadows of the mass weapons, though bearing none themselves.

They didn't need them.

"Did you forget your friends?" Mano mocked.

Drax sneered, "It's probably their naptimes."

The other men, except the chain man, laughed, cackled and howled.

Superman and Saturn Girl remained silent and still. They might as well have been turned into statues by the Empress's steady, gorgon-like gaze. There was no way they could move. To go forward would initiate a fight and put Brainy in danger. Leaving would abandon Brainy in the very capture they had come to rescue him from, and he would still be in danger.

Eyes narrowing, the Empress turned to the men behind her. "Shut up!"

The response was instant; the laughter ceased from all except Drax, who seemed to laugh louder to make up for the others' sudden silence. The Eye of Ekron zoomed in and stared him down.

Though he stopped laughing, Drax snarled at it, "You're not the boss of me."

"If you don't want to be reunited with _mommy and daddy _in the Phantom Zone, I suggest you shut your trap," the Empress snapped. She turned and smiled with a dark sweetness at the Legionnaires. "Or you'll wake the baby." She pulled the blanket tighter around Brainy and kissed his forehead, though with his eyes still glowing under the Eye's control, he didn't even look remotely asleep.

That seemed to push the two Legionnaires over the edge. Superman lurched forwards and grabbed Brainy from the Empress's arms before she even had time to blink in surprise, and by the time she had, Saturn Girl had mentally shot them all to the ground. With her teeth gritted, she continued her attack, ignoring the screams of pain coming from the six people and the grunts of Validus on their knees before her.

Drax looked up furiously and shot her in the center of the chest with his heat vision. She was thrown backwards, crashing into and sliding across one of the work tables, with the weapons and paperwork that had been on it smashing to the floor. Superman, Brainy clutched to his chest, retaliated with a punch to the back of Drax's head that had the other Kryptonian hurtling and spinning into the ceiling and impacting with a dust-billowing crunch.

The rest of them recovered from Saturn Girl's mental onslaught quickly and launched into the fight. Only a few minutes into it, Superman was knocked through the far wall of the lab and the comatose Brainy was ripped from his arms.

The Empress caught him in her own, and she flew to the back of the lab, the Eye following her as she watched Saturn Girl desperately fending off the remaining members of her team, with a widening black mark on her right cheek and a definite favoring of her left side.

Superman peered frantically into the room through the window his body had created, and saw the Empress retreating with Brainy to the door, the Eye trailing after her. In one instinctive move, he streamed forward and threw all of his weight into a punch that sent the Emerald Eye of Ekron smashing through the opposite wall in a manner similar to his just seconds earlier.

The jolt ripped through the Empress's body, and she dropped Brainy to the floor. The child rolled and bounced several meters across the ground before coming to a halt. He pushed himself up onto his elbows, eyes returned to normal, and stared in horror at the red and blue blur unsystematically heaving Saturn Girl's attackers into the walls.

"Brainy."

He turned his head slowly to the right, and saw Auntie Emerald smiling and beckoning to him. He rose to his feet.

"Brainy!"

His head whipped in the other direction. Saturn Girl had fallen to her knees, just a few feet from him, and the purplish stain on her face made him take a few steps backwards.

"Come to Auntie Emerald, Brainy," the Empress called sweetly, suggesting to herself with her fingers.  
"Stay away from her!" Saturn Girl shouted. "She isn't who you think she is! She's with the men who attacked us before."  
"If I was with them, would I have taken care of you while we waited for it to be safe?" the Empress asked, smiling innocently.  
"She didn't take care of you. She made you make all these weapons," Saturn Girl argued, trying to stand.  
Eyes widening with worry for Saturn Girl, Brainy headed towards her.  
"Brainy!" the Empress shouted, almost desperately.  
Brainy jumped and turned.  
The Empress smiled again. "There's someone here who would like to see you."  
From the shadows behind the Empress came another woman holding the Eye like one would a pet. She was tall, older than anyone else in the room, but still relatively young. Her hair was the same shade as Brainy's, long and going to the middle of her back, cut in layers that framed her face. Her clothes were purple and form fitting; a sleeveless, high neck shirt and pants that flared out slightly around the ankles. There were a series of plain metal bands on each of her fingers and similar arm bands just between her shoulder and elbow.  
Her eyes were a cold magenta, and her skin was green.  
Brainy and Saturn Girl stared, no longer seeming aware of the chaos around them. The women smiled in a way that sent shivers up Saturn Girl's spine, before releasing the Eye and opening her arms towards Brainy.  
"Hello Querl."  
Staying in place, Brainy's eyes widened.  
"M-mother?"  
"Of course. Who else would be intelligent enough to arrange all this? Using that dimwitted Alexis to infect you, gathering together this army, having them abduct you; bringing you to where I could be free to claim you," The woman - Brainiac 4 - smiled in a way that showed just how pleased she was with herself. She then motioned for Brainy to come forward with a harsh gesture. "Come Querl; we have many things to do."  
Still staring at her, Brainy was frozen.


	18. Chapter 18

08/19/09

This chapter is dedicated to The Jelly Bean/SplittedBlackWhite who drew me a adorable fanart for "The Wishing Egg" the link for which is now on my profile.

I'm trying to make tiny clay Brainys for jewelry; either earrings or necklaces. If I succeed would anyone be interested in buying them?

Chapter 18

As far as Superman was concerned, he had three options here.

Firstly, he could let loose his heat vision, decimate the room, grab Brainy and Saturn Girl, and burst out to their pod, hoping they weren't caught or killed. Secondly, he could wait out whatever was going to happen for a more appropriate instant to act. Thirdly – and most attractively at that moment in time – he could stare open-mouthed at the Coluan woman standing right in front of him and do all he was capable of doing through his intense fog of shock.

Nothing.

"Querl, you weren't going to leave with these people, were you?"

The woman spoke with a rich, haughty timbre, and Superman felt shivers run down his spine. Whenever he imagined Brainy's mom, soft, patient Saturn Girl sprung immediately to mind; and the thought that this cold, clinical being could actually be little Brainy's mother made him feel ill.

Brainy hadn't moved, or made a single sound since he had identified the new Coluan as his – as Brainiac 4. In front of Superman, Saturn Girl was still kneeling on the floor, heart pounding, her face ghostly pale.

"We still have much work to do, son," Brainiac 4 continued, showing no outward signs of paying the two older Legionnaires any attention whatsoever. She extended a hand to the child, whose sole movement now was a slight tremble. "Come, Querl. You don't need them anymore. They have served their term of annoyance."

The little Coluan stared at the proffered hand with disbelief. His magenta eyes traced the contours of her palm, the black lines across the skin at each joint of her long, slender fingers, the slight shimmer of her skin in the bright lab lighting. His own, tiny hand came up almost of its own accord, and he scrutinized it in the same manner.

Quickly, he tucked his hand against his chest, squeezing it tight as though he could remove it from existence with that act alone.

"Mother…" he whimpered, his voice breaking slightly.

And then he turned. He craned his head around, his body remaining stationary, to look at Saturn Girl, deathly pale behind him on the floor, a deep purple bruise still growing on her temple.

Saturn Girl didn't move, didn't speak: out loud or otherwise. She met Brainy's gaze and held it.

"Querl Dox," Brainiac 4 called, not elevating the volume of her voice, but still making Brainy jump and tear his eyes away from the Titan. "We're leaving. Now."

As if to brace himself to be hit by a train, Superman clenched his eyes shut, not prepared for this kind of pain.

Tiny, rushed and fearful footsteps struck his ears, each more painful than the last.

Silence.

Brainy broke it with a hesitant, trembling voice.

"Mommy?"

Risking everything, Superman opened his eyes.

As he physically trembled, Brainy held onto the hair that had fallen over Saturn Girl's shoulder like a baby would clutch its mother's dress. His eyes were brimming with tears, close to spilling out, and his voice was soft but it echoed through the entire room.

"I wanna go home."

"You're coming with me," Brainiac 4 said firmly, her eyes narrowing upon him, and though he had his back turned towards her, Brainy could feel his insides wither, eyes dropping to the floor with the tears finally falling from them.

Saturn Girl reached out to gently wipe Brainy's eyes and hug him closely, before standing and glaring at the Coluan woman as her child wrapped his arms around her neck and buried his face there like he had when they had first gone flying.

"He's not going anywhere with you."

"And who's going to stop us from taking him?" the Empress laughed.

Bounding out from the back of the lab, Bouncing Boy knocked Brainiac 4 upwards towards the ceiling.

"You really need to ask by now?"

As Brainiac 4 flew upwards the Empress was taken by surprise when there was a tap on her shoulder. She turned and got punched in the face by two identical right fists, falling unconsciously to the ground with the Eye hovering down to nuzzle her hair.

Orange Triplicate took back her Legion belt buckle.

"I believe this is mine."

Not trusting that Brainiac 4 could be taken care of so easily, Superman scanned the ceiling for her, eyes widening when he saw her simply standing on it. Her hair drifting towards the ground was the only indication she was anywhere other than the floor. He figured her shoes must have been magnetic or something – but what was she waiting for?

Without Brainiac 4 demanding Brainy's co-operation or the Empress's orders, the man with chains moved to attack the Legionnaires.

Flying in from the main door, Lightning Lad electrified him; his chains only serving to conduct the charge through his whole body and make him scream in pain.

"You have no idea what you got yourself into when you messed with one of us," Lightning Lad snapped.

Raising his axe, Persuader ran forward to amputate Lightning Lad's head.

By jumping from somewhere higher up, Timber Wolf landed on Persuader's shoulders, grabbed the axe and pulled it to the side, efficiently making the other man fall backwards. Landing on the ground before the villain, still holding onto the axe, he rolled back and kicked the middle of his opponent's back, sending him further up into the air, and with another kick sent him crashing hard enough into the ground that it cracked beneath him.

Quickly flying up through the floor, Phantom Girl grabbed Mano's ankles and lifted him as she flew upwards and threw him through the biggest batch of the weapons, his hand destroying them as he crashed limply to the ground.

Tharok began to charge his weapon in the girl's direction but suddenly froze, eyes widening as he realized he could no longer move his electronic left side.

There was a giggle snort as Shrinking Violet exited his systems and grew back to normal size.

Saturn Girl put Validus to sleep with a powerful sleep suggestion before he could raise his giant fist over her and the child in her arms, but screamed when Brainy suddenly disappeared from her grip.

Drax ignored Brainy's squirming and smirked down at her from the air. "This has been fun, but we really ought to be going."

Brainiac 4 held out her arms. "Hand me my child and we can go."

"He's mine!" Saturn Girl shouted, mentally blasting Brainiac 4 with everything she had, sending the older woman staggering into the far wall before she swung on Drax. "Give me my son before I turn your brains into mush!"

"I'd listen to her if I were you," Lightning Lad said tauntingly.

Drax actually looked mildly worried.

"Yah never want to mess with a mother bear and her cub, dude; it's just asking for trouble," Bouncing Boy chipped in with a smirk.

"Agreed," shouted Brainiac 4, getting up from where Saturn Girl had blasted her, hair mussed, and her skin bruised in several places, while otherwise unaffected. Her rings suddenly sprang into action, folding out into metal armor plating for her hands and fingers while the bands did the same on her arms. And if the Legion didn't know better they would have sworn heat vision was going to spring from her eyes. "Querl Dox is my property! I created him!"

"You gave up your claim on him long ago," Saturn Girl retorted, bracing herself for a fight.

Brainiac 4 charged forward with amazing speed as Saturn Girl sent another mental blast at her. Raising her arms, Brainiac 4's metal armor generated a force field that negated the attack, allowing her to close the remaining distance and punch Saturn Girl across the face.

Though she staggered back, Saturn Girl swung her leg around as she fell and kicked Brainiac 4 in the stomach.

Lightning Lad sent a bolt at her, but the Brainiac raised her arm and it bounced off, sent straight back at him, barely giving him time to dodge.

"Grife: she's Brainy's biological mother alright!"

"So how would we outthink her?" Superman asked, watching the Coluan woman and the Titan go back at it.

"...Get Brainy to do it?" Phantom Girl suggested hesitantly.

Triplicate Girl looked up at the ceiling where Drax was still hovering, holding the struggling child.

"How do we get him back?"

For a moment, Superman hesitated. "Get Drax to drop him."

"Are you kidding? That would land him right in the middle of the fight between Saturn Mom and Crazy Mom!" Phantom Girl exclaimed.

"Got a better option?" Timber Wolf asked.

With a 'hmph', Phantom Girl crossed her arms and looked away from him.

"Someone get ready to catch him in case I can't," Superman said gravely, and then shot a beam of heat vision straight into Drax's eyes.

Though it didn't really hurt, Drax shouted out in surprise, temporarily blinded, and grabbed at his face, dropping Brainy.

Superman caught Brainy well before he would have landed in the fight, holding him close when the child clung to him, sniffling.

"Brainy, I know you're scared, but we need an idea. How can we defeat your – Brainiac 4, or at least get her to make a retreat?"

Holding on tightly to Superman, Brainy turned and observed the two women fighting for a moment.

"Her armor will protect against any long-distance attack; someone would have to break it at close range."

In an instant, Superman was back with the others, handing Brainy off to 2/3 Triplicate Girl.

"Are we ready to make a quick getaway?"

"Colossal Boy and Dream Girl recovered the pods and are ready to get out of here as soon as we're on board," Bouncing Boy nodded.

"Be ready to follow me out. As soon as we can get Brainiac 4 to back down, I'm tearing through the walls if I have to," said Superman and, without waiting for confirmation, intruded on Saturn Girl and the other woman's fight, grabbing hold of Brainiac 4's arms.

"Fool," Brainiac 4 shouted, and her arm bands began to give out green radiation.

Still holding on, Superman fell to his knees, weak.

"Did you think I wouldn't account for this?" asked Brainiac 4.

"Did you account for _this_?" Saturn Girl punched Brainiac 4 across the face and mentally pulled at the armor.

Not able to take the strain, the armor shrunk back into rings and bands, and the moment they had done so Saturn Girl pulled them off of her, maintaining her incapacitating mental attack, and threw them into Superman's hands, watching him crush them into powder.

Brainiac 4 was glaring at Saturn Girl with such intensity her eyes almost seemed to glow.

"Why you little-"

"Triplicate Girl, the weapons aren't for the Legion, are they?" Brainy asked, peering up at the girl, who shook her head. "Then they don't need to exist anymore." He closed his eyes and all the weapons began to explode. Opening his eyes he smiled at the Legionnaire's wide eyed faced. "Fail safe devices."

Within the fire, Brainiac 4 calmed down and smiled in a way that made Superman think someone had pulled out more of that green radiation stuff – whatever that had been.

"Well played, son." She pulled out a remote and pressed a button, making herself, the Fatal Five, Drax and the chain man teleport away.

"Let's get outta here before we get our bacon fried!" Bouncing Boy pointed at the ceiling, which a weakened Superman was able to smash through, and they all flew out safely as the space station destroyed itself before the vacuum of space put out the fire.


	19. Chapter 19

01/10/10

BY JOVE I'M AN IDIOT! Here I was, thinking my muse abandoned me. That UC would sit for the rest of eternity without an update. THEN, I'm going through my files and find THIS! I have no idea how long I've had this. I'M SO SORRY FOR NOT POSTING IT SOONER! I beg for forgiveness...

My stupidity aside....

HAPPY 21st BIRTHDAY DRACOPHILE! This chapter is for you. Thank you so much for all your encouragement, doing that Yaoi LOSH Meme for me, big Brainy and so much more. I hope you have a wonderful birthday.

And, as always, thanks to my Beta-Reader FunkyFish1991.

ENJOY!

Chapter 19

The moment that Brainy was back in Saturn Girl's arms and in the safety of the Legion cruiser, he curled against her and fell asleep. In his slumber he held onto her hair and – for the first time any of them could recall – sucked his thumb.

For a long while there was silence, with the exception of the movement of the controls and pushing of buttons.

"You didn't wait." Bouncing Boy didn't even look at Superman.

Though it wasn't needed, Superman confirmed it out loud.

"Who knew yah had it in you?" There was mild amusement in Lightning Lad's voice.

It was possible that a few of them smiled but no-one looked to check.

When they got back to headquarters Saturn Girl ignored the many calls of the 'medical wing', went to her room, and tucked Brainy into her bed to sleep beside her even though the toddler's room had long since been repaired.

Cosmic Boy, who had been watching over headquarters since Computo was still in no condition to even know that it had enough power to function, was hesitant to ask the others what had happened.

The others explained what Superman knew before they moved on to things that he didn't, starting with Purple Triplicate pulling out a disk from a hidden compartment in her Legion belt buckle.

"Before we came upon the standoff, Bouncy and I found their main computer and managed to download most of it."

As she loaded the disk into Computo, like one would a normal, unintelligent, computer, Bouncing Boy turned to the others.

"Most of it is encrypted but we got a few useful things from it."

"Our chain guy's name is Grimbor. He's mostly a thief for hire but has lots of high tech stuff that has been helping him evade arrest by the Science Police for months," Orange Triplicate explained as Purple brought up Grimbor's image.

"Besides his chains he has holographs, explosives, trackers; you name it." Purple glared at the image.

"His contract was supposed to end when Brainy was handed over to Brainy– Brainiac Four," Bouncing Boy avoided looking at the screen entirely. "So we may or may not be seeing them team up with this guy again. Moving on to Drax,"

As Drax's image came up, Superman found himself remembering the other Kryptonian holding a struggling and scared Brainy above the fighting women and felt his teeth clench, fists tighten and eyes grow hot.

"Drax wants to get more people out of the Phantom Zone so he'll be with them for a while."

"Maybe not," Orange corrected before merging with her counterpart. "There's nothing here about getting people out but there is stuff about putting him back in and defeating him if need be."

"Anything we can use?" Superman moved closer to the screen.

"Just theories; most of which we know won't work just by being around you and knowing about your first fight with him," Bouncing Boy looked at the screen warily.

"There is one thing," 2/3 Triplicate Girl scrolled down to the bottom.

_ Red Kryptonite_ was written there with a question mark.

But before Superman could question it, there was an uproar.

"You _know_ Superman isn't supposed to know about that stuff," Cosmic Boy snapped, rushing forward to scroll the words off the screen as if it would erase it from Superman's mind.

This just made Lightning Lad scroll it back. "Brainiac Four wasn't so considerate. We need to tell him."

"Where would we even find that stuff?" Shrinking Violet questioned, looking at the screen with squinted eyes.

With a shrug, Phantom Girl looked over her shoulder at her. "Raid Brainy's lab?"

Even more confused than he had been before, Superman opened his mouth to question them.

Timber Wolf got there first. "Why would Brainy have that?"

The rest of the group looked at each other, and fell silent.

"We shouldn't be doing this without Saturn Girl," Colossal Boy said quickly.

Dream Girl nodded. "We all need rest. The Legion tryouts are the day after tomorrow and people will be angered if we push it back again."

It was like it had been a pre-agreed on signal to scatter and Superman found himself standing alone.

The isolated confusion remained with Superman through the restless night and into the dreary morning of grey and rain outside his window and slow steps making his way to join the others at breakfast.

Not surprisingly, Brainy sat on Saturn Girl's lap, holding one hand over hers around his waist and eating pre-sliced pancakes with the other.

At the sight of them together again, Superman very nearly smiled, but stopped when his eyes landed on Brainy again. The child's eyes were half closed as he ate slowly and with flushed cheeks. He went over to the shrunken Brainiac and felt his forehead; it was hot.

"Brainy, how do you feel?"

Slowly peering up at him, Brainy replied, "Not good."

Her eyes widening, Saturn Girl dropped her own fork and pushed Superman's hand away to feel Brainy's forehead for herself.

"Brainy, why didn't you say anything?"

The question made Brainy blink a few times before looking at her. "Why would saying anything make a difference?"

In return the rest of the Legionnaires frowned.

"If you're not feeling well, you should be in bed," Saturn Girl gently combed her fingers through his hair. "Are you still hungry?"

Brainy looked back at his plate a moment, then shook his head. Gathering him up, Saturn Girl stood, pausing to kiss his forehead.

"Let's get you back to bed."

"Saturn Girl, we need to discuss what happened yesterday," Cosmic Boy said.

Narrowing his eyes upon Cosmic Boy, Brainy tightened his hold around Saturn Girl's neck and leaning against her in defiance: at which Cosmic Boy raised an eyebrow. With the sight of Lightning Lad trying valiantly and not entirely successfully not to laugh, Superman smiled and walked over to the mother and child.

"Since you're going back to sleep, would it be alright if I took you?"

Brainy's hold on Saturn Girl tightened and loosened several times in contemplation; his gaze fallen to stare at the un-patterned tiles of the floor. After a moment he looked at Saturn Girl questioningly.

Again Saturn Girl kissed his forehead, "It's alright."

After a moment Brainy released her and reached to Superman. Carefully transferring the child to his hold, Superman held him closely before nodding to the others and leaving the room. Once out of earshot of them, he looked down at his companion.

"Still don't like Cosmic Boy that much, huh?"

Not returning the gaze, Brainy leaned against him and shrugged. "He's a Legionnaire… he can't be _all_ bad."

It made Superman remember how Brainy had gone with Empress simply because she had a Legion belt buckle, and he frowned.

Soon they came to Brainy's room, which Saturn Girl cleaned obsessively and fixed up during the first days of Brainy's absence, and Superman pulled back the covers before laying the child down. It wasn't until he straightened his back that he realized that Brainy had taken hold of his cape, peering up at him with a silent question.

With a quick scan around the room, Superman pulled the desk chair to Brainy's bedside and sat upon it. Though he relaxed, Brainy didn't relinquish his hold on the cape. Instead he pulled it closer, pressing it to his chest before closing his already half-lidded eyes.

In the silence, Superman missed the soft question voiced.

"I'm sorry?"

Keeping his eyes closed, Brainy buried himself with his covers. "Where's Fuzzy?"

"Teddy Bear Hospital," came out of Superman's mouth without thought. He guessed it was because that's what his father had told him that time he hugged the stuffing out of his own teddy bear.

Brainy tugged on the cape with another unasked question.

"He'll be back soon," said Superman, relieved that Brainy couldn't see him wince. He couldn't even remember what happened to the bear during the extensive clean up.

Not having a reason to question this answer, Brainy remained silent and was soon fast asleep. Unclasping the cape from his shoulders, Superman wrapped it around the little bit of Brainy that was still visible and left to catch up with the progress of the others.

* * *

After Saturn Girl had been caught up with what they discussed yesterday the group dispersed, again avoiding Superman's questions. Most went to prepare for the auditions tomorrow while Cosmic Boy left headquarters entirely and wasn't back in time for lunch.

By this time Brainy had begun coughing and sneezing, shivering from cold. He was wrapped in Superman's cape when he was brought to lunch but all he would – or could – eat was soup and crackers before returning at once to bed.

Later, when Superman went to check on Brainy, he came upon Cosmic Boy in a familiar situation. The former leader was standing in front of Brainy's door, looking back and forth between the door and the object in his hand. He watched as Cosmic Boy walked away only to return to the door and begin the staring again. After seeing him do this twice, he decided it was time to show mercy.

"Something wrong?

Cosmic Boy jumped, turning towards him and hiding his hand behind himself.

"Nothing!" Tolerating Superman's smile for a moment, he sighed and held out his hand. In it was a baseball-sized bouncing ball. "I heard Triplicate Girl tell Dream Girl and Vi that Brainy likes it when Bouncing Boy… bounces."

Superman was about to confirm it when he discovered the ball in his hands and Cosmic Boy heading briskly down the hall. He half smiled and went into Brainy's room. There was coughing and sniffling, and the bed was a mass of bunched up blankets, pulled to wrap completely around the shivering form beneath them except for a opening for air, making it look like a miniature cave.

The groan from within the blanket cave reminded the 21st century hero of the Cyclops who rolled a boulder over the entrance of his cave and was blinded by "no body".

Widening the entrance by lifting the blankets, Superman smiled when Brainy opened one eye to look at him.

"How are you feeling?"

"Bad," Brainy mumbled with a cough, trying to pull the covers back down, but Superman kept his hold on them.

"Breathing the same air over and over won't help," Superman pointed out. "Put your head on your pillow."

Crawling upwards, Brainy plopped his head onto the pillow, curling the rest of himself into a little ball. Tucking the covers tightly around the child, Superman folded some of his blond strands behind the small ear.

"Saturn Girl said we don't have anything for you because Coluans react differently to most human medicines. Do you know anything that would help you feel better?"

After another cough and several sniffles, Brainy was silent for a bit, mumbling in words that Superman couldn't understand. Then, looking up at the older Legionnaire, he softly ventured, "Warm honey milk?"

Superman smiled and petted Brainy's hair a bit, putting the ball down next to the pillow before he stood.

"One cup of warm honey milk coming right up."

When Superman returned with said drink he found Brainy sitting up, the 21st century hero's cape hanging from his small shoulders as he examined the blue rubber ball in his hands, frowning slightly.

"It's a bouncing ball," Superman explained, sitting beside him.

Brainy peered up at him.

"Bouncing Boy?"

"It's a toy," Superman tried again. "Drop it onto the floor."

This made the child's eyes widen, holding still.

"It's alright," Superman encouraged.

Leaning over the edge of the bed, Brainy peered at the floor a moment before holding the ball out and releasing his hold on it.

The ball fell and bounced better than any ball from Superman's time, nearly above Brainy's head, then towards the wall before hitting it and rolling back towards the bed.

Brainy tried this several more times before turning to Superman with a smile.

"When you're feeling better you should thank Cosmic Boy for getting that for you," said Superman, patting Brainy's hair.

Though his smile didn't fade, Brainy returned to examining the ball, then bouncing it a few more times before something he was about to say was cut off by a sneeze. When offered his cup of warm honey milk he leaned against Superman as he drank. Soon after it was done he was asleep, snuggled against his side.

Not wanting to disturb him, Superman carefully kicked off his boots and lay back onto the bed, smiling when Brainy sighed in his sleep and held onto him. He then tucked his cape around the sleeping Coluan since they were both lying on top of the covers, and carefully wrapped an arm around him so that if he rolled away he wouldn't fall out of the bed.

Humming a song his mother used to sing to him when he was in a foul mood, since he never got sick, Superman gazed up at the ceiling hoped the auditions tomorrow would bring them the scientist they needed to make Brainy his older self again. It wasn't that he didn't care for little Brainy, and he would definitely miss him, but he wanted the Coluan to be safe and, as he was, he proved to be too easy of a target.

The bouncing ball Brainy had been holding onto slipped out of his hand, rolled down Superman's chest and came to rest on his other side. With it gone, he loosely draped his arm across the famous S cradled by its shield.

Superman half smiled and brushed back some of Brainy's hair. He spoke in a whisper, "I won't let anyone take you away from me again. I promise."


	20. Chapter 20

02/22/10

This chapter sneakily posted to during work hours.

Don't forget about the ClarkxBrainy club now on DeviantArt and our fanart contests!

ENJOY!

Chapter 20

It was morning when Superman woke up, though he didn't remember falling asleep or even feeling tired, and Brainy was gone. Sitting up quickly, he almost asked Computo where Brainy was but held his tongue. He had nearly forgotten that Computo was nothing more than a regular computer now; since all the computer's amazing qualities had been broken by the Fatal Five and the chain man, Grimbor.

Tapping onto the top of his Legion ring, since 2/3 Triplicate Girl had been able to fix communications, he spoke into it, "Hey, does anyone know where Brainy is?"

"Yeah, he's with me," came their leader's voice in return.

"Bouncing Boy," Brainy's voice could be overheard, "Stop letting me win!"

The round boy chuckled warmly, "Alright, alright. Rematch."

With that, the communication link was severed and Superman stood, grabbing his boots. He flew back to his room to shower and change into a clean uniform, before going to the lounge where the others would be getting ready for auditions to start that afternoon.

Only that wasn't what he found. Instead, most of his fellow Legionnaires were gathered on either side of the room with Bouncing Boy and Brainy standing side by side as if about to race.

Phantom Girl held up a white cloth.

"On your marks, get set… go!"

As Phantom Girl threw down her arm with the cloth, Bouncing Boy tucked his arms and legs into himself as he expanded into his ball form. At the same time, Brainy threw his bouncing ball so it bounced away at an angle.

Once Bouncing Boy was fully in his ball form he bounced after the little ball – while it had gotten to the other side of the room and was bouncing back. He bounced in place and then launched himself to the wall and bounced back before the ball had managed to get back to Brainy.

"Told you he was letting me win," Brainy smiled at the redhead beside him.

Lightning Lad laughed and ruffled Brainy's hair. "Nothing gets past you."

Smiling at the fact that Brainy seemed to be feeling better, Superman scanned the rest of the room. He immediately noticed that 2/3 Triplicate Girl and Cosmic Boy were the ones missing from the Legionnaires currently staying at headquarters.

A side door opened and Cosmic Boy came in. "Everything is ready, so all we have to do is open the doors."

"Oh joy," Lightning Lad's face fell.

"Open the doors?" asked Brainy.

"Today is the day that people are coming here hoping to become new members of the Legion," Saturn Girl explained.

The small child hesitated before asking, "Good people?"

Kneeling down beside him, Timber Wolf nodded. "We wouldn't let anyone who wasn't a good person in."

Without further hesitation Brainy smiled, "Alright," and went to retrieve his ball from where it had rolled off.

"So who are going to be the judges?" asked Cosmic Boy.

Bouncing Boy glanced over at Brainy as if to make sure he wasn't listening, "Trips and I are going to the hospital… she doesn't really want Brainy to see her until she's whole again."

The others nodded.

"We usually have at least seven judges and without Brainy, Bouncing Boy or Triplicate Girl that leaves," Shrinking Violet surveyed the rest of the group, "Cosmic Boy, Lightning Lad, Saturn Girl, Phantom Girl, Timber Wolf, Superman, Colossal Boy, Dream Girl and myself. Plus one of us needs to keep an eye on the little munchkin."

"True, but a few of us should be working on how to get Computo up and running again," pointed out Dream Girl.

"Vi is the best with machines and tech after Brainy," commented Bouncing Boy. "Need anyone to help you?"

"Since the extent of the damage is pretty big, I could probably use Cosmic Boy and Dream Girl… possibly Colossal Boy if anything decides to fall apart on us," responded Shrinking Violet.

"But that only leaves five of us," commented Lightning Lad. "Someone needs to watch Brainy, and we typically keep it an odd number to avoid ties."

"No big deal," Colossal Boy grinned. "The little guy can just hang around with us as we work on Computo. He'd probably enjoy working on technology again a bit anyway, being a Brainiac and all."

Pink eyes fell to the ground. "I don't know…"

There was a loud knock on the front door.

"The masses are getting restless," Phantom Girl warned, making her voice shake as she wiggled her fingers at them as if they were doing the wave.

"Alright," Saturn Girl gave in, "but Brainy doesn't have to work if he doesn't want to and at least one of you will keep an eye on him at all times, understood?"

Colossal Boy did a mock salute, making Vi giggle snort as Dream Girl and Cosmic Boy nodded.

Finding his ball under a table, Brainy picked it up and looked back towards the others. He spotted Cosmic Boy and ran over, poking his side.

Nearly jumping, Cosmic Boy looked down.

Brainy smiled up at him. "Thank you for the bouncing ball."

It was hard to tell, but Cosmic Boy may have been blushing when he took his seat at the judges' table. He then blushed more obviously as he stood and walked straight back out again, remembering that he was supposed to help Vi with Computo.

Following the others in as Cosmic Boy headed out, Brainy tried to sneak under the table to sit by Saturn Girl's feet, but three year olds are never as sneaky as they think they are. She lifted the child up and carried him back to the others, who would be working on Computo, and insisted that he stay there, saying how he would be bored at the auditions.

"No letting him wander off," Saturn Girl warned them as she most carefully handed the precious child to Dream Girl, who took the opportunity to give the little Coluan a small hug – at which Brainy blushed and squeaked.

The auditions themselves were disastrous. Many of the Legion of Substitute Heroes auditioned, but none of them were ready yet; though Polar Boy was starting to show some potential… until he sneezed and froze Double Header and Stone Boy into two rather large icicles. Rainbow Girl went red and nearly threw Polar Boy into a wall for nearly sneezing on her too, until Superman intervened and she went to blue as she blushed and twirled her hair as she gazed upon him.

Many of the newcomers were either a danger to themselves, to anyone around them, or just plain ridiculous. For example Fruit Boy's only power was that he could ripen fruit to 'perfection', and Arm-Fall-Off Boy's… arm fell off….

After a while, Lightning Lad started muttering 'kill me now' under his breath and banging his head onto the table whenever they sent an applicant away.

Halfway through, Phantom Girl was forced to make an announcement that if anyone with x-ray vision was caught staring at her or Saturn Girl's chest again they would die a slow painful death. Twice.

By the end of it all, even Saturn Girl and Superman had lost their patience. With a mental blast, Saturn Girl threw the doors leading to the audition room closed and Superman barricaded it with anything in the room that wasn't bolted down.

"Well, that was fun," Timber Wolf was close to growling.

"Yeah, if any of those so called 'geniuses' had two brain cells to rub together I'd be a flying monkey's aunty," Phantom Girl crossed her arms and nodding to herself.

"The saying is 'a monkey's uncle'," Superman corrected.

"Mine's funnier," Phantom Girl stuck out her tongue at him.

"You know, life would be so much easier if we could call back Lyle and Rond from their undercover missions," Lightning Lad commented.

"We can't contact them; they can only contact us when it's safe, and if it was that easy we would have called them ages ago," said Saturn Girl.

"But then you wouldn't have had a chance to be Saturn Mommy," Phantom Girl grinned.

Saturn Girl smiled, "I never said there weren't any advantages to that problem." She turned and headed towards the side door that lead to the rest of the Legion Headquarters.

"Where are you going? We need to arrange a time to have auditions for just scientists!" Lightning Lad called after her.

"Later," Saturn Girl called back without stopping. "I want a hug from my Brainy."

Phantom Girl grinned and flew off to catch up with her.

"I guess we're doing that later," Superman smiled and followed the girls out.

The two remaining Legionnaires glanced at each other and shrugged before doing the same.

When the Legionnaires who had been judges got to Computo's mainframe, they paused to see what the others were doing. Colossal Boy was almost as tall as the room as he held several of Computo's giant wires and components up. Using his powers on them, Cosmic Boy reshaped a few broken components, merged together a few fried wires and then reconnected them to other ports. Sitting on Brainy's chair, Dream Girl would sit quietly, as if waiting for instructions, then began to work without anyone telling her anything, in small intervals. Lastly, Shrinking Violet could be seen jumping in and out of various keyboards, adjusting her size when need be.

It was very interesting to watch for a while, but then a very important question came to mind.

"Where's Brainy?" asked Saturn Girl.

"Dream Girl's watching him," said Colossal Boy.

"He wandered off," said Dream Girl nonchalantly, not ceasing her work.

Nearly shrieking, Saturn Girl began to fly around the room. Remaining calm, Dream Girl looked up at her.

"He went to go look at the applicants."

It was probably a miracle that Saturn Girl didn't strangle the silver haired blonde as she zoomed by to go back to the hallway where the applicants had waited.

As the others rushed off to follow her, Cosmic Boy turned to the dream seer.

"You know Dream Girl, when you watch a kid you're supposed to keep your eyes on him. Not your visions."

"He can't wander off from my visions," commented Dream Girl.

The other Legionnaires nearly ran into Saturn Girl when she halted in the doorway to the hall where the applicants waited. They looked around her and spotted Brainy off to the side of the hall, where most of the applicants wouldn't have seen him, playing fetch with a big orange dog.

"Who brought a dog to auditions?" asked Phantom Girl.

"More importantly; why did they leave it?" asked Superman.

After throwing his ball again, Brainy turned and smiled at them. Running over, he threw his arms around Saturn Girl, who had kneeled to welcome him.

"Mommy, can we keep him?"

Barely sparing the dog, who was in the process of trying to get the ball from the corner, a glance, Saturn Girl turned to her small charge.

"Sweety, he probably belongs to someone."

"But he came here to join like the other people," Brainy pouted adorably.

The dog, having managed to get the ball, turned around and headed for where Brainy had been. He then stopped, turned and froze when he saw him.

When the dog's form began to ripple before them the Legionnaires stepped back, preparing to fight if need be.

Soon, a short orange skinned boy, with antennae, green eyes with a matching green and black superhero suit, with the ball still in his mouth, was squatting before them. He dropped his jaw, letting the ball bounce away.

"Man, I'm embarrassed…"

Brainy giggled as the new alien boy stood, blushing and brushing off his clothes.

Out of the blue, Bouncing Boy snapped his fingers. "You're a Durlan, right?"

"Uh, yeah," the applicant nodded. "My name's Chameleon Boy." He looked around and saw that there were no other applicants; his eyes widening. "Oh boy, did I miss the auditions?!"

The Legion exchanged looks.

"No, come in," said Lightning Lad, leading the group back to the audition room.

Pausing to bend over, Superman picked up the dropped ball, luckily with next to no slobber and no teeth marks on it, and gave it back to Brainy, smiling and ruffling the child's hair when he smiled at him.

This time Saturn Girl didn't risk leaving Brainy with the others and took him in with her, setting him on her lap, and smiling when he snuggled against her.

Now in the center of the room, Chameleon Boy looked around nervously.

"Why is the main door barricaded?"

"To keep Arm-Fall-Off Boy from charging in and proposing to Phantom Girl again," Bouncing Boy joked.

Phantom Girl dramatically sighed and said with what she thought was a southern accent, "The poor boy may have excellent taste in women but my heart shall forever remain to tall, dark and wolfy over there." She fluttered her eyelashes at Timber Wolf and waved at him daintily.

Though it was hard to tell when Timber Wolf blushed, due to his fur, one of the signs was when his ears dropped back slightly, as if hesitantly. When his ears did so this time, he nervously waved back.

Chameleon Boy turned to the other Legionnaires. "Are they dating?"

"Yes!" Phantom Girl nearly cheered.

This time Timber Wolf's ears went down a little more and the blush was easily visible through the fur.

"Cool," Chameleon Boy smiled softly.

"Your audition, Chameleon Boy?" Saturn Girl gently reminded him.

"Oh, you can call me Cham," said the Durlan, shuffling his feet a bit as they all stared at him. "Alright then."

Limbs and torso gaining mass, he soon grew to the size of a fully grown Colossal Boy but reformed as an orange T-Rex. He roared, trying to cover his face with his too short arms when Brainy jumped and hid himself behind Saturn Girl's hair.

Immediately shrinking in size, Cham turned into a human version of himself with red hair and freckles, then a into potted house plant, then a orange house cat and then into an exact replica of Superman; grinning when Brainy, who had started peeking out again when Cham shrank and came out fully when he became a cat, applauded him.

Again, Brainy turned to Saturn Girl asking, "So, can we keep him?"

With a smile, Saturn Girl stroked back some of the small Coluan's hair. "It's not up to just me; though I think he'd be a wonderful addition to the team."

"Okay everyone," Lightning Lad called for everyone's attention. "Put in your votes."

Green lights flashed on at every station.

"Congratulations Cham, you're a legionnaire," Saturn Girl smiled.

"Yay Cham!" Brainy cheered, applauding again.

For a moment the Durlan was very still. Then he looked like he was struggling not to break his face with a smile. "Okay guys, I need you to turn around so I can do a happy dance- you know what; I don't care. It's dancing time!"

The legionnaires stared as Cham tried to do disco without music; again making Brainy start giggling. Slipping off of Saturn Girl's lap, Brainy ran down to the Durlan and tried to imitate him, thus making him laugh.

"Who knew Brainiac Five had a little brother?"

Brainy stopped and looked at Cham oddly. "I _am_ Brainiac Five."

Jaw dropping, Cham did a good impression of a statue as he stared at the little Coluan. In a flash he turned and pointed accusingly at the seated Legionnaires.

"Alright, who left Brainiac Five in the dryer too long?!"


	21. Chapter 21

09/28/11

The month is almost over... I'll miss updating regularly again but I won't miss the stress.

Chapter 21

"I don't understand the question," Brainy stated, unaware of the others looking at him and, especially, Cham in sheer horror. "Why would anyone put me in a dryer? And, on the absurd notion if they did, what does staying 'too long' in the dryer do?"

Phasing out of the floor behind Cham, Phantom Girl wrapped an arm around his shoulders, forcing herself to laugh, "Seems like our new legionnaire is such a kidder. You can just ignore him."

"You can't expect me to ignore the fact that-" Cham began but was cut off by Phantom Girl tightly squeezing his shoulder.

"You're so funny Cham," Phantom Girl laughed more, trying to distract Brainy from noticing Cham's pained look.

"Phantom Girl, I don't think Chameleon Boy likes whatever it is you're doing to him," commented Brainy.

"What makes you say that?" Phantom Girl feigned innocence.

"He keeps shape shifting in an attempt to get away," Brainy stated.

Phantom Girl turned and saw that she was holding an orange cat, which was glaring at her with his ears back while his tail twitched about, by the scruff of the neck. She half chuckled, her lips twitching in return, "Ah, sorry?"

Once released Cham morphed back to his humanoid form and crouched behind Brainy as he watched Phantom Girl in a manner that suggested that if he was still a cat he would be hissing his words.

"Brainy you are henceforth my protector."

Brainy's eyes grew big with wonder at the idea, seeming amazed that he would even be asked but then he frowned.

"What do you expect me to do?"

"Use your cuteness!"

"I don't understand what that means."

"That's what I mean; just keep that up and we're golden."

"You're interesting; strange but interesting."

"I think it's a family trait."

Timber Wolf came to stand behind and gave a soft growl.

With something that sounded suspiciously like a squeak, Cham turned and held Brainy in front of him declaring, "Cuteness attack!"

Unsure what to do, Brainy waved, "Hi Timber Wolf."

Smiling, Timber Wolf patted Brainy's hair and picked him up before heading out of the room.

"Let's go make some cookies to welcome our new friend to the group."

"I get to lick the bowl," Phantom Girl, followed them.

"You can't lick the bowl with cookies," Brainy stated.

"Then let's make a cake instead," Phantom Girl grinned.

"I suppose that works as well," Timber Wolf couldn't help but smile at her.

Turning in Timber Wolf's hold, Briany looked over his shoulder at the others and shouted, "Chameleon Boy is under my protection so be nice or," he seemed to think about it before looking cutely determined, "I'll do something to get even!"

"We wouldn't want that," Lightning Lad chuckled. "You win, we'll be nice."

The Coluan child smiled before the door closed, cutting him, Timber Wolf and Phantom Girl from view.

"Cuteness Attack is very affective," Cham grinned before realizing he had been left without his cute Coluan shield and squeaked again.

"It's alright," Saturn Girl put a gentle hand on the orange boy's shoulder. "We just didn't want Brainy to know that, well-"

"That he's supposed to be a teenager?" Cham asked.

"Exactly," Lightning Lad nodded. "We don't want the kid to freak out, especially since we don't know how to change him back yet."

"We were trying to keep it a secret but the Fatal Five found out and kidnapped him not too long ago," Superman further explained.

"We were hoping to recruit a brain today to help us," Lightning Lad sighed.

At that Cham's ears drooped a little.

"So I guess I'm no help to you, huh?"

"Maybe not as a scientist but we wouldn't have let you in if we didn't think you could help," Superman assured him.

Instantly Cham's ears perked back up, "Really? So I got in on my own? It's not because Brainy liked me or because of my Dad?"

"I wasn't about to be the one to tell Brainy that the puppy had to go home," Lightning Lad teased, lightly hitting Cham's arm in comradely when he pouted.

"Who is your Dad?" Superman asked.

"Oh he's-" Cham's eyes widened and grabbed his face like _The Scream_, "Outside waiting for me! I'll be right back."

The Legionnaire watched as their new team member turned into a cheetah and rush out the door.

"Heh, not often someone brings a parent to auditions," commented Lightning Lad.

"I wonder why he waited outside," Superman scratched his scalp.

"Probably some big shot," Lightning Lad scoffed.

"Why won't you two catch up with Brainy and the others? I'll bring Cham and his father to the kitchen once they come inside," Saturn Girl offered.

"You sure," asked Lightning Lad. "I'm sure he much rather have his Mommy then one of us."

"Perhaps but I think you two are prime candidates for 'Daddy'," Saturn Girl smiled warmly at them before turning to walk towards the door to outside to wait for Cham and his father.

For a moment both boys stared after her before turning to look at each other.

"Dibs," Lightning Lad said with complete seriousness.


	22. Chapter 22

09/29/11

Author's note at the end to explain some stuff but not ruin the surprise.

Chapter 22

"I don't think that's something you can "dibs" on Lightning Lad," commented Superman as they headed towards the kitchen where the others would be waiting.

The head red raised his scarred eyebrow at him, "Why, do you want to be Brainy's Dad?"

"No," Superman was surprised how quickly the answer came out. He couldn't resist smirking a little though. "But I bet Cosmic Boy will fight you for it though."

"He barely knows little Brainy," Lightning Lad frowned.

"Yeah but then he gets to be paired up with Saturn Girl," Superman teased, chuckling when Lightning Lad quickened his pace and ignored the "shut up" that followed.

When they got to the kitchen both Brainy and Tinya's faces were covered in cake batter, mostly because Tinya refused to let their beaters go into the sink until they were licked clean and the beaters kept getting pressed against their faces in the attempt. Cosmic Boy was trying to wipe off Brainy's face, only succeeding for a moment before Brainy returned to the beater.

"Just wait until he's done Cos," Lightning Lad walked over and tried to take the washcloth away from him.

"I don't want Saturn Girl to get mad that he's all sticky," Cosmic Boy held onto the washcloth, narrowing his eyes at Lightning Lad, whom narrowed his eyes back.

"Trust me; this is nothing in comparison to when he had nachos."

As the two former leaders continued to have a stare down and play tug a war with the washcloth, Brainy turned to Phantom Girl, "They're rather silly, aren't they?"

"Not as silly as I am," Phantom Girl winked playfully.

Slowly, Timber Wolf walked over and sat on her other side, putting a hand on her shoulder to get her attention.

"It's," he swallowed, "part of your charm." He leaned forward and licked some of the batter off of her cheek, then waited, ear slightly back.

Phantom Girl blinked once, twice, and then grinned so widely you could practically see hearts erupting from all around her.

"Marry me!"

Both Timber Wolf and Phantom Girl fell to the floor when she tackle hugged him.

As the raven haired girl continued to energetically kiss all over the dazed looking wolfish boy's face, Brainy turned to the former leaders whom had stopped dueling when the crash happened.

"She wins."

"I didn't realize we were in a competition," stated Cosmic Boy.

"At least not that one," amended Lightning Lad.

Instantly the tug a war started again.

"And what competition are you in?" asked Saturn Girl, crossing her arms and tapping her foot as she narrowed her eyes at them from the doorway.

"Nothing," the former leaders chorused innocently.

A man with red hair and mustache came in behind Saturn Girl, with Cham in tow, with a hearty laugh.

"You boys will never change."

"Mr. Brande?" Cosmic Boy blinked at him.

"You're Cham's Dad?" Lightning Lad didn't sound convinced.

"Sure am," Brande patted the top of Cham's hand. "I know I don't look it but I'm a Durlan like Reep here but I got stuck in this human form many years ago."

"I didn't know Durlans could get stuck," commented Colossal Boy.

"Came as a surprise to me too," Brande laughed.

Superman looked between them in confusion, "How do you guy's know Chameleon Boy's Dad?"

"Mr. Brande is the man we saved from an assassination attempt when Imra, Garth and I first migrated to Earth," Cosmic Boy explained.

"You three knew each other before you came to Earth?" asked Superman.

"No," Saturn Girl smiled fondly at Lightning Lad and Cosmic Boy. "That's the day the three of us met."

"Mr. Brande helped create the Legion and helps fund it," Cosmic Boy expanded.

"That's why he had to wait outside," Cham pushed his Father's hand away but was grinning at him at the same time.

"He also helped find some of our first members," Lightning Lad continued for Superman.

"Like me," Triplicate Girl came in, Bouncing Boy behind her, divided into three and hugged Brande. "I snuck onto his ship when he was visiting my home planet and took me with him when I told him that my world was keeping me in an insane asylum."

"Why would they put you there?" Superman demanded, frowning.

The Triplicate Girls giggled, the orange one patted Superman's arm.

"On my world it isn't normal for someone's three forms to their own personalities; it's supposed to be multiples of the same mind; same personality."

"Obviously, each of me can think on my own," Purple winked.

"But we're still connected so we're usually not too different," White smiled.

"We are so different," Orange protested. "I was the one interested in getting a boyfriend."

"Well I'm the one who got our boyfriend," White kissed Bouncing Boy's cheek, making him blush and her counterparts roll her eyes.

Though Superman had noticed that, when divided, Triplicate Girl didn't share the same personality, he had never thought much on it. It made sense to him since the three of them could divide up, do different things and have different experiences. He really didn't like that her own home planet had locked her up for it but it made him instantly take a liking to Brande for getting her away from all that.

"Who else did Brande bring to the Legion?" Superman asked curiously.

"Br-" Purple started but then stopped, her eyes widening she turned to the table, then to the ground near Superman.

Following her gaze, Superman saw Brainy had left the table and his batter covered beater to come stand next to him.

The young Coluan was staring at Brande; his expression not quite clear. It was like he had something on the tip of his tongue but it wouldn't quite form in his mind. He reached out to hold onto Superman's cape, his eyes never leaving Brande's face.

"I know you…"

A/N: Alright, as you might have been able to deduce a lot of this chapter, dealing with Brande, is based on the comic books, and a bit you may recognize form the second season of the show.

From the second season and the comics Cosmic Boy, Saturn Girl and Lightning Lad all met the day they saved R.J. Brande, one of the richest men in the universe, life on their way to Earth. He did help found and fund the Legion of Superheroes and, if I am correct in the information I have gathered, actually hand picked Cosmic Boy to be leader because he was popular as a Magno Ball player even though Saturn Girl would have been the better choice since she did have a form of military training since she was five!

The thing about Triplicate Girl being put in an insane asylum for her "multiple personality" disorder and sneaking onto Brande's ship to get away is true but I think it's only in one version in the comics. She often traveled with Brande as a sort of body guard though I don't know where she was when our founding trio saved Brande's life. The bit about the White Triplicate Girl being the one to get the girlfriend is from the short lived comic series based on the cartoon.

And, as you might have guessed, Brande also had custody of Brainy for a while before he joined the Legion, after the coluan had bankrupt other science facilities. I actually don't know how this came about but, if my understanding is correct, he and Triplicate Girl only met a couple of times, if at all, before joining the Legion. Triplicate Girl traveled with Brande and Brainy stayed at a lab Brande had set up for him - though it was very expensive to upkeep.

Also neither Triplicate Girl or Brainy met Chameleon Boy before the Legion. From what I understand Brande didn't know he had a son until later in Cham's life so they easily could have connected after Triplicate Girl and Brainy were in the Legion, though Brainy is still younger then Cham is.

Since I don't have a complete picture of any of this, and this story is based more on the cartoon then the comics, I will be basing a lot of how this happened on my own whims.

Hope I didn't make anything confusion with my attempt to explain things.


End file.
